Rise of The Robopony
by Robobrony
Summary: A new pony has come to Ponyville, but at the same time, he doesn't seem to be a pony. What is this new pony, and what could his arrival mean for Ponyville?
1. Chapter 1

**Rise of The Robopony**

**Chapter 1: Arrival**

It was a stormy night in Ponyville, the mane 6, Twilight Sparkle, Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy, were all gathered at Twilight's house for a sleepover party. However, because of the storm that was raging outside, it was hard for them to enjoy themselves as the lightning flashed and the rain was pouring down. Spike was upstairs in the room he and Twilight shared sleeping. Twilight was a little amazed her little dragon brother could sleep through such a storm.

"Rainbow Dash, why did you have to schedule such a fierce storm tonight?" Rarity complained.

"Hey, don't look at me, I just do what I'm told, I'm not the one in charge of the weather schedule!" Rainbow Dash Defended herself.

Twilight spoke up to defend Rainbow. "She is right Rarity, Rainbow isn't in charge of weather scheduling, besides, I know why they had this big storm tonight anyway. There was supposed to be a shower two days ago, but some pony messed up with the schedule, so they have this big storm going on tonight to make up for it."

Applejack then wanted to know who was responsible. "Well shoot, what bone head messed up with somthin like that?"

Rainbow Dash answered, "You can blame Thunder Lane for that, he fell asleep on the job and didn't bring the rain clouds that day like he was supposed to. Lazy Thunder Lane." Rainbow growled his name in aggravation that he did such a thing.

While the storm raged, poor Fluttershy was hiding in a corner out of fear of the storm outside. Pinkie Pie was sitting next to her to try and comfort the timid Pegasus. "Awe, it's ok Fluttershy, its only noise, loud noise, but still noise that can't hurt you."

Fluttershy looked up at Pinkie with a weak smile, thankful that Pinkie was trying to help her. "Thanks Pinkie, but I still feel a little scared, thanks for trying to help me."

Pinkie smiled back. "You're welcome, what are friends for." Then, Pinkie's Pinkie sense started to go off like crazy, first her tail started twitching, then she started to shudder greatly. "OH MY GOSH, my Pinkie sense is going off!"

The girls all turned to Pinkie and Twilight asked her, "What is it Pinkie, what's going on?"

Pinkie looked to them and told them what she was sensing. "My Pinkie sense is telling me something unexpected is about to fall out of the sky, and it's going to land in the Everfree forest. We need to get there now, quick!"

Rarity tried to object. "Are you crazy, in this storm? My mane will get ruined, besides, we can't just go out there in this storm."

Twilight agreed with Rarity this time. "Pinkie, the storm out there is really bad, whatever it is, I'm sure it can wait until the storm lets up tomorrow."

Pinkie continued to try and convince her friends. "But what if some pony needs help, I'm tellin ya that we gotta get out there and help!" Before any pony could object, Pinkie zipped over to the door and made her way out into the storm. The other's became very concerned and decided to go ahead and follow her, just to make sure she would be ok.

Minutes earlier, above Ponyville, a pony figure was flying above the clouds, looking for a way through the storm to try and come down to the ground. Seeing no way through, it made its descent through the clouds. As it breached the clouds and made its way through, a bolt of lightning struck it directly, causing sparks and electricity to surge through its body. The figure lost all control over its descent and started to plummet to the ground at an angle, causing it to crash land in a big forest on the edge of Ponyville.

Back down in Ponyville, the mane 6 raced through town as the storm raged on, lightning flashing in the sky. Pinkie lead the group, all worried about what this all could mean. They soon came to the edge and went into the forest with Pinkie still leading the way as she seemed to be the only pony that knew where the object they were looking for fell. It didn't take them long to find a crater in the forest, the six ponies all gathered around the crater to look down and see what it was that set off Pinkie's senses.

Because of it being so dark, all they could tell was that it was a pony, but it seemed to be missing it's mane and tail. Twilight asked Pinkie as she was the one who dragged them out here, "Well Pinkie, who is it?"

Pinkie continued to look down in the crater with a worried expression on her face. "I don't know, like I said, it's something unexpected."

Rainbow Dash made an observation. "It doesn't seem that unexpected, it looks like some poor pony was trying to fly in the weather, but where are its wings, and what happened to its tail and mane?" The girls all grew very concerned as it seemed that this pony before them may very well be seriously hurt, or worse.

As they gazed upon the motionless form in the crater, they failed to notice a pack of timberwolves creeping up behind them. It wasn't until one of them let out a growl that Applejack turned around and noticed that they were in big trouble. "Uh, gals, we got ourselves a problem."

Twilight turned to her friend and asked. "What is it Applejack?"

Applejack pointed in the direction of the pack of five timberwolves and cried out. "TIMBERWOLVES!"

The girls all turned around and saw the pack standing before them. They all screamed in terror. "AAAAAAHHHHHHHH!" This seemed to wake up the figure in the crater as it jumped up and placed itself between the girls and the timberwolves. The girls still couldn't make out the figure as it was dark in the forest with the storm going. What they could make out was two cylindrical objects seemed to suddenly appear on the sides of the figure. The timberwolves charged at the figure, the strange objects floating next to the figure let out five quick red flashes and each of the timberwolves fell to pieces as they were struck with a red beam.

With the Timberwolves dispatched, the two cylindrical objects disappeared. The figure then made its way over to the girls as they just looked at it in awe as it was able to deal with timberwolves so easily. Twilight shook her head to regain her senses and spoke up first to give her thanks. "Wow, that was amazing, thank you so much for saving us. But how did you do that?"

The figure then spoke in a male voice but also sounded somewhat metallic. "You are welcome, it is my purpose to serve."

Twilight looked at him with a bit of confusion. "Your purpose? What do you mean?"

Before he could answer, Rarity spoke up. "Excuse me, we are most grateful for your help, but do you think we could do introductions outside this storm please, my mane is getting drenched." The girls all agreed.

The new pony then spoke up again. "Of course, allow me to assist you." Then a light blue glow formed on the top of its head and the rain seemed to stop falling on the group.

Twilight looked at him again with confusion. "Did you just make it stop raining?"

Before he could answer, Pinkie saw what was going on. "Nope, look up, he made a magic force field above us, like a magic umbrella."

The girls all looked up, and above them was a clear white magic field just above their heads. Applejack was impressed. "Well tarnation, that's mighty clever of ya, Twilight, how come yall never thought o doin somthin like that?" Twilight just looked at Applejack with a sheepish smile.

Fluttershy's fear of the storm urged her to speak up. "Uhm, girls, could we please head back to the library now, if…that's ok." She still said it rather low to where almost no pony heard her.

Twilight did hear her though. "Right, let's get back, you should come with us too, I would like to know who saved us."

The figure responded, still with the light blue glow above its head. "Of course, please lead the way." The girls lead the new pony through town, shielded by his magic umbrella, protecting them from the storm's rain.

They finally made it back to Twilight's library where the girls all filed in first with their new friend in tow. Once they were all in, the new pony dismissed his magic field and entered behind them. With every pony now safely inside, they were finally able to get a good look at the pony who saved them. Twilight started to give her thanks as she turned to face him. "Thank you again for saving us from-" But as she looked upon the new pony, she was awe struck at what she was looking at, as was every other pony in the room.

He seemed to stand at least five inches taller than them. He had a squared muzzle, but appeared to have lips like theirs. He looked to be silver but no fur, mane, or tail. His eye's looked digital and were a light blue coloring on a dark blue backing where it should be white. He appeared to be made completely out of metal. As they looked upon him, they saw two rods appear on his back. One was on the back of his head while the other came up on the base of his neck. Then a light blue strip of light appeared and connected the two. Then two more rods emerged from the back of his flanks. A long metal one curving down a bit and another below that that curved down as well but closer to the floor and longer than the one above it. Finally, another light blue strip of light appeared between the two, creating a kind of light tail.

Pinkie couldn't contain her excitement any longer as she started to hop around the room. "See I told you something unexpected was going to fall! I told you, I told you, I told you! Hi I'm Pinkie pie, and I'm the one who knew you were coming, well sorta, I just knew something unexpected would fall and that's why we were there to greet you!"

Rainbow Dash then spoke up. "Whoa, cool, love the mane dude, but who or what are you?"

The pony then responded. "Greetings, my designation is *BZZZZZT* Error, data not available."

The girls, except for Fluttershy, who went back to hiding in the corner, looked at him a little confused. Applejack then asked, "What kind o name is that?"

The pony then answered, "Appologies, one moment while I perform a diagnostics on my systems." Again, the girls looked at each other in confusion.

Applejack asked again. "Diag- what now?"

The pony then answered again. "I need to check and make sure all systems are functioning normally. One moment please." The girls still had no idea what he was talking about as the pony closed his metallic eyelids.

The girls just stood there staring at the metal pony for a minute before he finally opened his eyes again and spoke. "This is problematic, it seems that some of my memory banks have been damaged. I am unable to retrieve data on why I am here, who sent me, or what my designation is."

Twilight stepped forward and spoke, thinking she might know what this metal pony was talking about. "Wait, are you saying that you have amnesia?"

"I believe that is the term for it, yes."

Rainbow Dash then spoke. "So can you at least tell us WHAT you are, you're obviously not an ordinary pony."

The metal pony turned to her and responded. "I am a robot pony. I was built for a purpose that is currently unavailable to me. I was made using advanced technology. I am made up of a strong metallic alloy, circuits, and wires. I was programmed to think and act for myself while on a mission. However, as I have stated, my mission has been erased from my memory banks."

Twilight's eyes lit up at the mention of technology. She had a bit of that in her basement that she used once to try to understand Pinkie's Pinkie sense, but that didn't go over so well. "OH MY GOSH, that's incredible, you simply must let me get a closer look at you! PLEASE!"

The robot pony looked at her and stated simply, "Appologies, but that information is classified, unless you might be able to help repair my damaged memory banks."

Twilgiht was saddened at this, as she had no idea how she could help. Then she had a thought. "Well, I might not be able to help, but I'll bet princess Celestia can, she is very knowlegable, and, while she may not know about technology, she may be able to use her magic to fix you."

"Illogical, magic does not exist, such a feat cannot be possible as magic is just a myth and would break the laws of physics."

Rarity finally spoke up. "But didn't you use magic yourself when you created that field over our heads to protect us from the rain? You do have a unicorn horn dear."

Then Twilight chimed in again. "Yeah, and besides, magic does exist. Maybe not where you're from, but it does here."

The robot responded back. "The horn on my head that you are referring to is my matter manipulation device. It allows me to create energy based barriers for shielding from rain and other things, as well as allow me to move objects with a tractor beam, teleport, and many other functions. It may seem like magic, but thanks to the technology that made me, I am capable of performing tasks that could be viewed as magic."

Twilight decided to prove this machine wrong. "I'll prove magic is real, watch this." Twilight then caused one of her books to float off the shelf and moved it in front of the robot as it watched the book float around the room. Then she floated it back to its original place. Twilight gave the robot a smirk as she looked at him.

"Fascinating, it would appear that my current data is now obsolete, you clearly do not have technology like I am made of, yet you were able to move the book without touching it. It seems that magic is indeed real. My apologies if I offended you."

Twilight gave a warm smile at the robot. "It's ok. So, I suppose we should get on with introductions. My name is Twilight Sparkle."

The robot responded. "And what is your species?"

"Oh, well, we are all ponies, but I'm also a unicorn, as is my friend Rarity there." Twilight Pointed to Rarity with her hoof.

Rarity smiled at the pony and said, "Charmed dear."

The robot then spoke again. "Twilight Sparkle: Species, pony. Subspecies: unicorn. Data saved. Rarity, Species: pony, Subspecies: unicorn. Data saved"

Twilight got curious at why he was saying that. "Uhm, what are you doing?"

"I am recording the data you are providing so I will remember it later."

Not sure what to make of it, Twilight continued to introduce her friends. "Well then, this is Rainbow dash. She's a Pegasus."

Rainbow Dash said her greeting. "What's up?"

"Rainbow Dash: Species, pony. Subspecies: Pegasus. Data saved."

"That is Fluttershy. Also a pegasus."

"Fluttershy: Species, pony. Subspecies: Pegasus. Data saved."

"And those two are Applejack and Pinkie Pie, who you already met. They're earth ponies."

"Applejack: Species, pony. Pinkie pie: Species, pony."

Pinkie seemed a little disappointed that she didn't get a subspecies placement. "Awe, how come we don't get classified as a subspecies."

"You are simple earth ponies. A second classification is not necessary."

Applejack came forward to greet him and shake his hoof. "It's a real fine pleasure to make yer acquaintance fella. Thanks again fer helpin us with the timberwolves." She stuck her hoof out for a hoof shake, but the robot just stared at it. "Yer supposed ta shake it. It's how we greet one another here."

"Understood, proceeding with greeting." The robot then raised his hoof to shake Applejack's.

Rainbow Dash then spoke up again. "So now that you know our names, we need to give you one, it's gotta be something cool, since you look pretty cool yourself."

Pinkie had an idea for a name. "OH, OH, I know, how about robopony."

"Nah, not cool enough. How about….Steel Mane. That TOTALLY works."

Rarity didn't seem to think so. "But dear, his mane, or whatever it is, isn't made of steel."

Twilight then got curious about it too. "Yeah, what is that light anyway?"

The robot began to explain. "This is my solar energy collector. They collect the light from the rays of the sun and provide me with the energy I need to operate. When the sun is not available, any extra energy I have collected is stored within a battery within me. The same with what you would call my tail."

Rainbow then asked, "So what do you think of your new name Steel Mane?"

"I do not have an opinion, if that is what you wish to call me, I have no problem with it."

"Don't you think it sounds even a little cool?"

"I do not have emotions, therefore it does not bother me if you call me something else. I do not mind the new designation you have given me."

"Well then, Steel Mane it is. Welcome to Equestria Steel Mane."

"Is that the name of your country?"

Twilight answered, "Yes, and the town you're in is called Ponyville. In the morning, I'll send a letter to the princess to ask for a meeting with her and tell her about you. I'm sure she can help you get your memories back."

"I am most grateful for your assistance Twilight Sparkle."

"Just Twilight is fine."

"As you wish."

With everything that had been going on, the girls failed to realize how late it was. "Well, I think it's about time to get some sleep. Sorry Steel Mane, but I'm afraid I don't have an extra bed."

"That is fine, I do not require sleep. I may decide to go through your books tonight while you sleep to learn more of your world if that is all right."

Twilight looked at him a little curiously but figured there was no harm in him going through her books. "All right, go ahead, just make sure to put each one back when you're done, ok."

"Affirmative. I will do as you request."

And so, the girls all made their way up to Twilight's room where their sleeping bags were to turn in for the night while the robot now named Steel Mane was left to go through the library. What could the appearance of such a strange pony mean for Equestria?

**Hope you all will like my third fan fic as much as you liked my first two. Thanks for all the support. Also, I will cover the flying in the next chapter.**


	2. Science Meets Magic

**Rise of The Robopony**

**Chapter 2: Science Meets Magic**

The storm over Ponyville had finally let up and all that was left were dark clouds hanging over the town as morning came. Spike was first to wake up, he let out a yawn as he sat up in his little basket and rubbed his eyes after a good night's sleep. He surveyed the room and saw that every pony was still asleep. He figured he might as well head down stairs to get breakfast started for them, so he quietly made his way through the room, being careful not to wake them up. He reached the door and made his way out, down the stairs, and to the kitchen. But when he got there he was in for a real surprise.

There…in the kitchen….was a metal looking pony with a mane and tail that appeared to be made of light. It was going about the kitchen making breakfast already. Spike wasn't sure what to make of it, so he tried to call out to it. "Umm, excuse me but, who or what are you and why are you in my house making breakfast?"

Steele mane turned his attention away from the stove where he was making pancakes for everypony. It seemed he already had at least three plates with four pancakes on each plate ready. He looked at the new face and responded. "Greetings, I am Steele Mane, Twilight Sparkle and the other ponies found me in a forest near here and offered to assist me in regaining some memories I have lost. I thought it only appropriate to make breakfast for them as they are going to assist me. She did not mention anything about a pet lizard."

Spike took offense to that. "LIZARD! Look here pal, I am not a pet lizard, I am a dragon, and Twilight is my big sister! I also happen to be her number one assistant! My name is Spike!"

Steele Mane continued to look at Spike as he responded back. "Apologies if I offended you. I have never seen a creature like you before. I meant no offense."

Spike continued with his displeasing look at this new pony. "Well, I guess I can forgive you, but what are you anyway."

Before Steele Mane could answer, Twilight and the others had woken up from Spike's shouting and came downstairs, Twilight called out to Spike. "Spike what's with the shouting?"

"This new guy here called me a pet lizard. Who is he Twilight, and what's with that mane and tail?"

"Oh, sorry Spike, I was hoping to wake up before you so I could explain." Twilight then told Spike about the events of last night while Steele mane went back to making the pancakes for every pony.

Applejack took notice and asked, "Gosh Steele Mane, I didn't know you knew how ta cook, where'd ya learn that."

Steel Mane never took his robotic eyes off the stove as he finished three more pancakes as he answered. "From the cook books in the library, I thought it only appropriate to make breakfast as a thank you for your offer of assistance in helping me to regain my lost data." As he was levitating the utensils and spatula for making the pancakes, a white glow was emitting from the swirl around his metallic horn.

Twilight heard this and got curious as to how many books he read. "Steele Mane, how many books did you read last night?"

"All of them." He stated bluntly.

Everyone's jaw dropped open at that statement. Twilight closed one eye as she used a hoof to try and clean out her ear in disbelief. She asked again to make sure what she heard was accurate. "I'm sorry, how many did you say you read?"

Steele Mane responded in the same manner. "All of them."

"But…but…that's IMPOSSIBLE! It took me at least a few months just to get through half of them! How did you do it in a single night?"

"I am what you would call a speed reader. I need only glance at a page for a millisecond to get all the information on a page. It takes me about 5.3 seconds to get through one book."

Pinkie was impressed. "WOWIE ZOWIE! That's some fast reading."

Rarity was in shock at this. "Good heavens."

Rainbow Dash then spoke up. "Wow, and I thought Twilight was an egghead."

Spike was too stunned to say anything as his mouth continued to hang open.

Twilight finally found her senses to speak. "Well, I suppose it is possible with you being a robot and all. But, I must say, that is still impressive."

Steele Mane made an announcement. "Breakfast is served." He then levitated seven plates, each with four pancakes, to the nearby kitchen table so the others could eat.

The girls and Spike all gathered around the table and sat down to eat their meal that their new friend made. Fluttershy found the courage to compliment Steele Mane on his cooking after her first bite. "Oh my Steele Mane, these pancakes are really good. You're a very good cook."

Steele mane just looked at her as he responded. "Thank you, but I merely followed the recipe in the cook books I went through."

Rarity then interjected. "Regardless dear, you did a fantastic job. These pancakes are absolutely devine."

Pinkie agreed. "I'll say. They're fantastic."

Twilight then wanted to see if Steele Mane might remember anything at all about where he was from. "So Steele Mane, is there anything at all you remember about where you're from?"

"Negative, all I can recall is that I was flying over your town while that storm was active, trying to find a safe way through. When one wasn't clear, I flew down into the clouds and was struck by lightning. I believe that is what caused some of the data in memory banks to be erased."

Then rainbow Dash made an observation. "Hold on, how were you flying, you don't have any wings."

"Allow me to demonstrate." Steele Mane made his way around the table to the center of the room to show how he was flying. As he moved, the girls then noticed that as he moved, he seemed to give off a low whirring sound with each movement. The girls also seemed to fail to notice another pair of metal rods on one side of Steele Mane that was connected by a disc like thing. There was another one on his other side, one above the other. Once he was in the middle of the room, the rods then rotated up at a 90 degree angle. Then they extended outward to form one long slightly curved rod on each side. Then three light blue clear large feathers suddenly formed from the rods. Next, the sound of rushing air could be heard as air was also starting to be blown as the light feathers began to glow brighter. Steele Mane then lifted up off the ground and hovered there for a few seconds, then came back down. The air stopped moving, the feathers disappeared, and the rods folded back in and down to Steele Mane's side.

The girls and spike were in awe at the site they just witnessed. Steele mane then spoke up to inform them of his wings. "They are my energy based thrusters. They allow for hovering, and high speed flight."

Rainbow Dash was impressed. "Wow, that is way cool. So how fast can you fly?"

"According to my data, I am capable of reaching speeds faster than the speed of sound."

"That is so AWSOME! We should totally have a race, I just gotta see you in action."

"Illogical, a race against you would only prove your inferiority in speed against a machine. It is impossible that you would be able to reach such speeds without mechanical assistance."

Rainbow just smirked at him as she knew she could. "You obviously don't know me. I happen to be the fastest flyer in all of Equestria. You have no idea what I'm capable of."

"If you truly wish to test your speed against me, I will oblige. However it will have to wait for later as a time to meet with your princess has not yet been determined."

That's when Twilight remembered what she meant to do this morning. "Oh, that's right. Spike, I need you to write a letter to princess Celestia about what happened last night and ask for a meeting with her."

With breakfast finished, Spike gave a salute to Twilight and went to get a scroll and quill to write down the events of last night. He sent the letter on its way to the princess. Steele mane then decided he would take care of the dishes. "Allow me to clean up."

Applejack stopped him. "Hold on there sugar cube, you've done plenty fer us already, why don't you let me and Twilight take care of the dishes?"

Steele Mane looked at her with a curious expression. "Sugar cube? I thought my designation was Steele Mane. Did you decide to call me something else instead?"

Applejack gave a little chuckle at Steele Mane's confusion. "He he, not really, I just like to call other's sugar cube sometimes. It's just my thing."

"Understood."

It wasn't long before Spike belched out a letter from the princess. Spike picked it up while Twilight and Applejack were busy cleaning the dishes and read the letter out loud. "Dear Twilight Sparkle, my most faithful student. These events you have told me are troubling, however, I am glad to know you are safe. I will be free to meet with you as soon as you can come today. I would like to meet this new pony myself and give him my gratitude for saving you and your friends. Signed, princess Celestia."

Twilight walked out of the kitchen with Applejack once the dishes were cleaned and announced, "Looks like we're going to Canterlot today."

Rarity was excited about this. "Oh, how wonderful, I simply love going to Canterlot, the sophistication, the glamour, the class. Oohh I just can't wait."

Steele Mane then spoke up. "I have a question about something before we go, if I may."

Pinkie spoke up next. "Of course Steely, what's up?"

"How is it that Spike is your little brother Twilight? You two are clearly different species."

Twilight began to answer. "Well, you see, princess Celestia has a school for gifted unicorns, when I was a little filly, I was to take an exam to get in and part of the test was to hatch an egg with my magic. Spike was the baby in the egg and ever since then, he's been like a little brother to me. So he's really my adopted little brother."

"Understood."

"Well, if there's nothing else, I suggest we make our way to the train station and head for Canterlot. Spike, are you ok with staying here to keep an eye on the library while I'm gone?"

Spike gave Twilight a confident and reassuring smile. "Of course, Twilight. You can always count on me."

Twilight smiled back at him and gave him a hug. "Thanks Spike. Don't know what I'd do without you."

Spike waved goodbye to the girls as they made their way out with Steele Mane following behind them. As they made their way through town, Steele Mane was certainly getting weird looks from the other ponies. Rainbow picked up on this and looked back at Steele Mane. "Say Steele Mane, doesn't it bother you that all the other ponies are looking at you funny?"

Steele Mane just looked at Rainbow Dash as he responded. "Negative, as I have stated before, I do not have emotions, therefore I cannot feel annoyed, happy, sad, angry, or any other emotions. Such things are unnecessary for a machine such as me. Why does it seem to bother you that they are looking at me funny?"

The group continued their walk as they talked. "Well, I guess I was just concerned for a friend is all."

"Friend? What is a friend? That word was not in any of the books in the library."

The girls all looked at each other in a bit of confusion as they have never had to explain friendship before. Rainbow Dash started to try and explain. "You see, a friend is some pony who you can always count on, some pony who is always there for you."

Then Fluttershy came in. "A friend is some pony who will always be kind to you and forgive you if you accidentally do something wrong."

Rarity then came in. "A friend is some pony you can share secrets with and other things without worrying about what they think of you."

Then Applejack. "A friend is some pony you can always be honest with no matter what."

Next came Pinkie Pie. "A friend is also some pony you can always share a laugh with and have lots of fun."

Finally Twilight came in. "A friend is a great and magical thing to have. No matter what you're feeling, a friend will always be there with you to make you happy, to share your troubles with, and will never let you down."

Steele Mane simply answered back. "Understood, however, how is it that you see me as a friend? I am merely following a part of my programming which tells me to be of assistance."

Pinkie then jumped in the air and stayed there as she let out a long gasp upon realizing something. "*GAAAAAAAASP* OH MY GOSH, that means you were made to be a friend to every pony! This is so great! We should totally have a party for you when we get back from Canterlot! We'll have all kinds of fun and games and treats, and you'll get to be every ponies friend!"

Steele mane looked at her curiously at the fact that she just defied the laws of gravity when she clearly isn't a unicorn or Pegasus. "How did she do that? She has no wings or horn. How was she able to suspend herself in the air like that?"

Twilight turned to Steele Mane to answer. "That's just Pinkie being Pinkie."

This was not enough of an answer for Steele Mane. "But she has no wings or horn, she should not have been able to do that. But she did, but….illogical, illogical, illogical." Steele mane kept repeating that as some buzzing could be heard coming from his head.

The girls all stopped and looked at him with a worried expression on their faces. Twilight tried to get his attention. "Steele Mane, are you all right?" No answer, he just kept repeating the same thing.

Rainbow Dash then started to scold Pinkie. "Oh great, way to go Pinkie, you broke our new friend."

Pinkie just looked at him quizzically, then an idea popped in her head and she smiled. "I know how to fix him, just whack him in the back of the head."

Twilight tried to object. "Pinkie, he's a robot, not some broken record, hitting him might make it worse."

Pinkie didn't listen. She walked up to Steele Mane's side, raised her left hoof, and swung it to hit Steele Mane on the head with a loud *CLANG*. It seemed to work as Steele Mane stopped repeating what he was saying, he closed his metallic eyelids and shook his head back and forth a couple of times before opening his eyes again. "Apologies, it seems I allowed myself to get caught in a thought loop."

Rarity came in. "Don't worry about it dear, it wasn't your fault."

Rainbow Dash agreed. "Yeah, if I had to guess, it was Pinkie's fault for confusing you like that." She said as she gave Pinkie a disapproving glance.

Pinkie didn't stop smiling as she looked at Steele Mane. "Sorry Steele, I'll be a little more careful about stuff like that around you." With that little hiccup out of the way the group continued on through the town and to the train station.

They finally reached the station and boarded the train bound for Canterlot. As they got into the train car at the end, the train started to move while the girls all found a place to sit in the car they were in, Steele Mane just stood in the middle of the isle. Applejack saw him just standing there and decided to see if she could get him to sit. "Why don't ya take a seat there pardner?" She used her hoof to pat an empty space next to her on the seat.

Steele Mane walked over to her and glanced at the seat. "My scans indicate that the structural integrity of the seat will be unable to hold my weight."

Applejack looked at him with a confused look. "Say what now?"

"Simply put, the seat will collapse under my weight. I may even end up falling through the floor." The others were all looking over to see the conversation going on.

Applejack didn't believe him. "Ah hoarse feathers, just take a seat and take a load off."

"As you wish, but I did warn you." Steele Mane then walked over to the seat and turned to where his back was facing the seat. He placed his back side on the seat and got on, sitting up in the same manner as Applejack. After a second, the seat started to creak, then the end of the seat Steele Mane was in collapsed and sent Applejack flying to the other side of the car and into the seat next to Fluttershy.

Fluttershy squealed in fear. "EEEP!"

Applejack then came to her senses after the short flight she took. "Whoa nelly! That was some rodeo. Guess I shoulda listened to ya Steele Mane." She and the others all looked over to Steele Mane to see he was still sitting on the floor over the broken seat.

"I tried to warn you." After he said that, another creaking could be heard. "This is problematic." And after he said that, he feel through the floor and onto the ground under the train that was in motion.

The girls all cried out in fear. "STEELE MANE!" They all rushed over to the back of the train car to look and see if they could see him. He was already out of sight by the time the girls got to the railing at the back of the car.

Rainbow Dash cried out, "I'll get him!" She flew off the car and in the direction of Steele mane. Soon, as she was flying, a light blue and silver blur passed by her going in the opposite direction she was going. "What the hay!" She exclaimed. She stopped and looked behind her, she was positive it had to be Steele Mane, so she quickly flew back to the train to catch up.

Meanwhile the others were all standing there looking out, when all of a sudden, they saw Steele Mane flying fast to catch up to the train and noticed Rainbow dash behind him. They went back inside with smiles on their faces to let Steele Mane make a landing and get back in.

Steele Mane made a landing on the platform with Rainbow Dash right behind him as he got back into the car. The girls all gave Steele Mane a group hug, thankful he was ok. Twilight spoke out for them. "Steele Mane, oh thank Celestia you're ok."

This seemed to confuse Steele Mane. "Of course, my body is made of a very strong metallic alloy, it will take more than a mere fall through a hole to damage me. But why do you show such concern?"

Rarity came forward with the answer. "Friends always show concern for friends."

"You see me as a friend? I am just a robot, how can we be friends?"

Twilight answered again. "Well, that's one of the many things that makes friendship magic, you don't have to be like us to be friends."

"So despite the fact that I am not alive, you still see me as a friend? Fascinating, I am still unable to compute this information, but I will try to compute it later."

Fluttershy asked in confusion, "What do you mean by compute?"

Steele Mane looked to her to answer. "I am unable to understand it for now, but I would like to try later."

Rainbow Dash then realized something. "So what are we gonna do about the hole in the floor Steele Mane made?"

Steele Mane then turned his attention to the damaged seat and hole. "I will be able to repair the damage." His horn lit up with the same white glow from before as the swirl lit up, then the broken seat lifted up and the hole in the floor began to close up. Next the seat came back together and was good as new. His horns glow then faded with the repair job done.

The girls were impressed and Twilight just had to let him know. "Wow Steele, how did you do that? I know it wasn't magic so what did you do?"

Steele Mane then turned to her to answer. "I am capable of recreating and multiplying materials that were used in the construction of the seat and floor. I used this to repair the damage done. In the future I would appreciate it if the next time I inform you that something will not be able to support me, that you believe me."

Applejack gave a sheepish grin as she rubbed the back of her head with her hoof. "Heh heh, uh, sorry bout that Steele. I'll be sure ta remember that."

After a while, the train finally arrived at Canterlot station. The girls filed out of the train with Steele Mane behind them. They made their way through the city and, once again, Steele Mane was getting strange looks from the other ponies, but he wasn't bothered by it as he just ignored them while he followed the girls to the castle.

They reached the front castle gates where two unicorn guards wearing gold helmets and chest plates holding spears were standing guard. They saw The group approaching, one of the spoke up. "Halt, who goes there."

Twilight stepped forward. "I am Twilight Sparkle."

The guard then responded back. "Twilight, my apologies for not recognizing you, the princess is expecting you." The guards horns lit up and the gates opened. The girls and Steele made their way into the castle, through a series of long hallways up to a pair of large double doors where two more guards were. They saw who was coming and opened the door for the group, but not without giving Steele Mane a suspicious look.

The large room they found themselves in had beautiful multicolored stain glass windows along the walls, and a long red carpet going along the floor from where they entered to two thrones at the end where princess Celestia and princess Luna sat, waiting to greet them. The princesses got off their thrones to meet the group halfway through the throne room. They all bowed before their beloved ruler and greeted her in unison. "Greetings princesses."

Celestia and Luna smiled at them and Celestia gave her greeting. "Greetings my little ponies, you may rise, it is always a pleasure to see you."

Then Luna spoke with her greeting. "Yes, we are most pleased to see you. We are glad you could come."

Celestia then spoke again. "Now Twilight, who is this mysterious pony you found in the evergreen forest that saved you from timberwolves?"

Twilight answered. "His name is Steele Mane your majesty. At least, that's what we started calling him since he can't remember his own name."

"And you believe that I can help him regain some of his lost memories, correct?"

"Yes princess. He did save our lives after all."

"I understand. Where is he?"

The girls stepped aside to let Steele Mane come forward to meet the princesses. Once he came forward, Celestia and Luna gave him curious looks at him while he gave a respective bow before them. Luna couldn't contain herself. "Goodness, he looks to be made of metal. Are you wearing some kind of armour?"

Steele Mane rose up from his bow to answer. "Negative your majesties, I am a robot. I am made up of metal, wires and circuits. Mostly things you seem to lack on your planet."

Celestia then responded back. "Well, that does sound rather unusual. However, the fact still stands that you saved my student and her friends from danger. I am princess Celestia and this is my little sister Luna. Tell me, how did you lose your memory?"

"All I can recall is that I was flying over Ponyville while a storm was raging last night, trying to find a safe way to get through the clouds, when one wasn't visible, I made my descent through the clouds and was struck by lightning, thus causing some of the data in my memory banks to be deleted. I have no information as to where I came from or what my purpose is."

Luna became a little confused at some of the words he used. "What do you mean by memory banks and deleted?"

Celestia tried to see if she understood. "I think what he means is some of his memory was lost."

Luna nodded in understanding.

Celestia then asked, "And how did you save them exactly, Twilight wasn't very clear on that."

Twilight then interjected. "I was kind of wondering that myself. I just forgot to ask. All I saw him do was shoot out these red bolts."

Steele Mane then proceeded to explain. "I have a pair of energy based heat rays." Two long rectangular holes opened up on each of Steele Mane's sides just above his wings. Then, two cylindrical shaped objects about half a foot long emerged, then they doubled in size, becoming a foot long. There was a long light green rod with two discs of the same color on the front of each rod. At the end of them was a round red orb.

"These are my main weapons, I use them for self-defense should it be needed. They fire concentrated beams of heat in short rapid bursts or a single continuous beam. When I used them on the timberwolves, they were on a low setting. At maximum setting, the beams can easily cut through the strongest of metals."

Rainbow Dash interjected. "Dude, you have got to show us that later!"

"As you wish." Steele then retracted his lasers back into his body.

Celestia spoke up again. "Well Steele Mane, I'm not sure if I will be able to help you restore your lost memories, but I would be more than happy to try."

Steele Mane looked at her as he responded. "Any assistance is appreciated, even if the attempt fails."

Celestia took a step closer to Steele Mane, she closed her eyes and began to focus her magic in her horn. She lowered her horn to where it was touching Steele's head, she used her magic to try and feel around inside Steele's head to find what she was looking for. As she looked, her magic seemed to cause some kind of reaction inside Steele Mane's head. The circuits started to spark, the magic from Celstia was mixing with the technology. Celestia looked as if she was struggling to find what she needed. Soon, the sparking from the circuits and magic became so intense, Celestia had to stop. Steele Mane started to let out sparks from his head as clouds of smoke seemed to begin to erupt from inside him. His head started to vibrate as all the ponies looked on in worry and concern. Finally a beeping started to emit from Steele Mane. His light mane started to flicker and finally went out, his tail did the same.

He started to repeat, "Error…error…error." After the third error, Steele Mane's head went flying strait up into the air, his left front leg exploded off his body and went flying across the room, his right back leg did the same. His whole body let out a metallic creaking as it slowly tipped to the left and fell over with a loud clang that rang throughout the throne room. Steele's head lay at the hoofs of Celestia as she looked down in horror at what she felt she was responsible for. Fluttershy started to let out a quiet sobbing while the others just looked on in sadness. Celestia took a few steps away from the destroyed form, she looked to her student as Twilight slowly made her way over to the body.

The girls all gathered around Steele Manes form as Twilight lifted Steele Manes head with his eyes closed. "Oh, Steele Mane, how could this have happened?"

Celestia then came forward again, Luna stayed silent as she didn't know what to make of the situation. "Twilight, I am so sorry about your friend. I don't know what happened."

Twilight looked up at her mentor with a solemn expression. "It's all right Celestia, this was an accident, there really was no way of telling what would happen if you used magic on him." Twilight looked back down at Steele Mane's head as she held it in her hooves. The others gathered around to quietly mourn the loss of their robotic friend.

"That was unpleasant."

"AAAHH!" The girls all shrieked as the head of Steele Mane spoke after its eyes shot open. Twilight quickly dropped his head and it landed on the floor with a loud clang. Twilight and the girls all looked down at the head in curiosity and surprise. Twilight spoke for them. "Steele Mane, are you all right?" The Princesses were also in shock at this as they looked at the scene with wide eyes.

"One moment please, begging self-repair process." Steele Mane's head then levitated up and floated over their heads to his body, his legs followed suit. The body rose up and repositioned itself back into a standing position. His legs and head reattached to the body, his head spun around a bit and stopped to where it was facing forward. His light mane and tail came back on. Steele Mane was back to normal.

Rainbow dash was again impressed. "WHOA, no way!"

Applejack then spoke up equally impressed. "Well I'll be."

Twilight had trouble finding the words as she studdered. "But…how…who….HUH!"

Steele Mane could tell why they were confused so he began to explain. "I have a self-repair system built in. in the event that I take great damage such as what just happened, I can simply reassemble myself or repair any damage I take. It does require a lot of my energy from my battery storage unit."

Rainbow Dash just had to make another comment about this. "Now way, so like, your pretty much indestructible, right?"

Steele Mane looked to her to answer. "In a way, yes, however, it is only as long as I have plenty of energy stored in my battery storage unit."

Fluttershy finally decided to speak up now that the drama was over. "So, if you are able to fix yourself, then how come you aren't able to restore your own memories?"

"It seems that, by my self-repair system being activated, a theory I had on the matter has been confirmed. I assumed that my memory would come back on its own through my self-repair system. However, since it has not, that means that the circuits holding the information I lost was completely destroyed. The data I have lost is gone for good. This is problematic. If I cannot recall my purpose, then I have no reason to exist."

The girls all got worried at his words, Rarity spoke up. "What do you mean dear, why would you need a purpose to exist?"

Steele Mane continued with his explanation. "I am a machine. All machines are built for a purpose, if I have no purpose, I have no reason for being."

Applejack came forward, thinking she might have an answer for his predicament. "Well, why don't ya come back to Ponyville with us, I'm sure we could help ya find a new purpose."

Pinkie agreed. "Yeah, there's lots of stuff to do in Ponyville, It'll be just like trying to help a young pony find their cutie mark."

Twilight thought this was a great Idea. "That a great idea girls, what do ya say Steele Mane? You want to come to Ponyville with us? I just know we could help you find something your good at that could be considered your purpose."

Steele Mane looked at Twilight as he answered. "Since it seems my options are limited, I will do as you suggest. I will find a new purpose in Ponyville. Thank you for your help."

Celestia then came forth to address Steele Mane. "Steele Mane, I am sorry for causing you to fall apart like that, you are more than welcome to stay in Ponyville."

"Appologies not necessary your majesty, even I did not know what would happen when your magic mixed with my technology. All is forgiven."

Celestia gave a warm smile to Steele Mane. Luna finally decided to speak up. "We wish you the best of luck in finding a new purpose for yourself in Ponyville Steele Mane."

The girls and Steele Mane gave a farewell bow then a wave to the princesses before they left. Twilight said her goodbye for them. "Goodbye princess, I'll be sure to include Steele Mane's progress in my friendship letters if you want."

Celestia called back. "I would like that very much Twilight. Take care."

And so the girls and their new robotic pony friend made their way back to the train station to go back to Ponyville to begin helping Steele Mane a new purpose.

**AN: Now I know what you're thinking on how this sounds like it's going to be and you're wrong. I plan on making this into an epic story with action. No spoilers though. Just keep an eye out for new chapters. Also, for those who don't know, I have other stories posted on this site if you're interested. My first fan fic is called A Hermit With A Heart, the second is a sequel to that called The Past Returns. Check them out and let me know what you think.**


	3. A New Purpose

**Rise of The Robopony**

**Chapter 3: A New Purpose**

"Are you still sure you want to do this, you will not succeed in beating me in speed."

"Just keep talking Steele Mane, you'll see just how fast I am."

After they got back to Ponyville, Rainbow Dash was eager to prove Steele Mane wrong about her not being able to fly as fast as him, so they went straight for Ghastly Gorge. Twilight went ahead and got Spike from the library so he could see too, she was fine with closing the library for a while.

Spike was very grateful to Twilight for letting him come along. "Thanks for letting me come see this Twilight, I just know this is gonna be great."

Twilight responded back. "You're welcome Spike, I figured you deserved a break for being such a big help."

Pinkie was excited about this too. "OH, this is going to be great, I can't wait to see who wins."

Twilight was set to be the judge and start the race. "Ok, you two ready?"

Rainbow answered first as she got into her ready position with her front low to the ground and her wings flared out. "Ready."

Steele Mane extended out his wing rods, his light feathers flashed into existence on the rods, ready to go. "I am ready." Steele Mane then lifted up off the ground and hovered there, waiting for the start of the race with his hooves slightly folded in and tucked under his body. He lowered his head to make himself more aerodynamic.

Twilight began to count down. "On your mark…..get set…..GO!"

As soon as she said that, the racers were off, Rainbow Dash leaving behind a rainbow trail while Steele Mane left behind a light blue colored streak coming from his mane, tail, and wings, creating a kind of cross as he flew. For a while they were neck and neck, then, Steele Mane's wings started to glow brighter as he picked up speed and pulled away from Rainbow Dash. She took on a very determined look as she poured more speed on and began to slowly catch up to Steele Mane. Steele Mane saw this and started to speed up even more and, within a matter of seconds, he created a sonic boom and speed up more, leaving Rainbow in the dust. But she knew how to catch up.

She quickly flew upwards into the sky, when she felt she was high enough, she let herself drop down at an angle with her wings folded in. Soon a cone of air started to form around her as she held out her front hooves. The cone started closing in more and more. She was almost there. Then suddenly, **BOOOOOM**, she pulled it off, a sonic rainboom. She pulled up and speed off to catch up to Steele Mane.

Steele Mane heard the boom and turned his head to see what it was, he saw a wave of rainbow colors spread out across the sky as he continued to fly, he had never seen such a sight and was curious about the source of the phenomenon, but that would have to wait as he was trying to prove to Rainbow Dash that she could never be as fast as a machine, he focused his attention back forward and continued on. Suddenly a rainbow streak came up to him and passed him a little faster than what he was going. When Steele Mane saw that Rainbow just passed him with a rainbow trail behind her, something in him sparked. He took on a determined look and poured on as much speed as he could muster, he slowly started to catch up to Rainbow Dash as her wings were flapping furiously. He was now even with Dash as he looked at her, she looked back at him with a smirk.

They continued to fly through the canyon as fast as they could, neither one gaining any more ground on the other, they were evenly matched. The finish line started to come into view with the others cheering them on. Twilight waiting to announce a winner. They were still dead even as they approached. Finally they both crossed the finish line as their hooves met the ground and skidded to a halt. Rainbow Dash was panting furiously after exerting herself so hard as she looked at Steele Mane with a smug look. She may not have won but she did prove to Steele Mane that she was Just as fast as him.

The group was cheering at the race. Twilight came forward to make her announcement on the winner. "WOW, that was a close race. You two tied."

Rainbow kept her smug smile as she looked to Steele Mane. "HAH, told you I could keep up. What do you have to say now Steele Mane?"

Steele Mane looked at her as he responded. "WOW Rainbow Dash, that was incredible, I've never seen a phenomenon like that before, that was amazing, how did you do that."

The group just looked at him curiously. It sounded like he just spoke with emotion in his voice instead of his usual monotone way of speaking. Twilight then stepped forward to ask him something. "Um, Steele Mane, are you all right?"

Steele gave her a curious look. "of course I am, why wouldn't I be, that was a fun race." He paused. The group still had their confused looks on. Steele Mane spoke again. "I thought it was fun? But if I had fun, than that must mean I have emotions, but how, I am a machine, machines do not have emotions, but I do but,….illigical, illogical, illogical," Steele Mane was once again caught in a thought loop.

Rainbow raised her left hoof to her face as she closed her eyes. "Not again."

Pinkie smiled as she knew what to do. "Don't worry, I'll fix him." She walked over to his left side, raised her right hoof off to the side, and swung it forward to smack Steele Mane in the back of his head, resulting in a loud *CLANG*.

Steele shook his head, he looked over to Pinkie. "Thank you Pinkie."

Pinkie smiled as she responded back. "You're welcome Steely, anything for a friend." Pinkie then hopped back over to rejoin the group.

Applejack then came forward. "You all right there, sugar cube?"

Steele looked down for a second before answering. "I am unsure, how is it I have emotions, this does not compute." Steele Mane was no longer speaking in his usual monotone manner.

Twilight came forward, thinking she might have an answer. "Maybe when Celestia was trying to help you regain your memories, her magic did something to you to give you emotions. That's gotta be it."

Steele Mane looked at her with a curious expression on his face. "That does sound like the only logical explanation. Magic does seem to be able to do anything, so it only stands to reason that it was Celestia's magic that granted me these emotions I now have. But what do I do now? How do I deal with them?"

"Don't worry Steele Mane, we'll help you figure this out, that IS what friends do after all, remember."

Steele mane smiled at her. "Affirmative, I remember."

Spike then came forward. "One more thing Steele Mane, do you think you could try and talk like the rest of us, that whole affirmative and negative thing is kinda hard to understand."

Rarity agreed. "Quite right dear, to be honest, with the way you speak, it's sometimes a little hard to know what you're talking about."

Steele mane looked at them with curiosity. "Apologies, I will adjust my speech patterns to be more like how you speak."

Fluttershy then came forward. "We really appreciate it Steele Mane."

Then Pinkie got an idea. "OH MY GOSH, do you know what this calls for….A PARTY, we can call it a WELCOME TO PONYVILLE CONGRADULATIONS ON GETTING EMOTIONS PARTY! I'm gonna head on over to Sugar Cube Corner right now and get the party set up, it'll be ready to go when you get there, bye!" Pinkie then zipped off to set up the party for Steele Mane.

Steele Mane had a thought about that. "How is she going to be able to set up a party so quickly, it does not seem possible."

Applejack came up next to him and put a hoof on his shoulder. "Trust me partner, it's best you try not ta figure her out or you'll just get messed up again."

Steele turned to her. "Under-I mean, all right."

"that was fast, yer talkin like us already."

The group then began to make their way back into town and leave Gastly Gorge. As they were walking, Steele Mane had a question for Rainbow Dash. "Rainbow Dash, I am curious about something."

Rainbow turned to him as they walked. "What's up?"

"I am wondering what that was back there that you did during our race. What was that wave of colors you made that also allowed you to make a rainbow trail as you flew?"

Rainbow gave a proud smile as she answered. "That is called a sonic rainboom, I'm the only pegasus that's been known to do it. Whenever I brake the sound barrier, a sonic boom and a rainbow happens at once."

"That is amazing, I have never witnessed something like that before, I do apologize for doubting you before."

"Hey, it's cool, we're buds now, I'm just glad I was able to prove you wrong."

Steele gave her a smile as they continued back to Ponyville.

Meanwhile, high above Equestria and the planet, a large odd craft hovered over the planet. It was shaped like a large triangle with two fin like protrusions at its back. Inside a large metal room with a screen showing the planet below, a strange creature sat in a silver leather chair as he gazed at the screen showing the planet with a very displeased look on its face. It had pale pink skin, black hair that looked rather messy, two brown eyes, a pair of arms and legs. His right arm appeared to be metallic. He was wearing a black shirt, black pants and boots, had metal shoulder guards on, and chains that crossed from his shoulders, linked to the front of his chest, and went back down and around to his back where they reconnected.

The room was round and full of monitors and screens, all with robots similar in form to the creature, known as a human, with red visors instead of eyes and no mouth could be seen. There were two of them on both sides of the human manning monitors and pushing buttons. The human spoke up with aggravation clear in his voice. "Why hasn't Alpha-1 reported in yet, that stupid drone is late with its report."

The robot to the left responded in a kind of high pitched metallic voice. "Unkonwn sir, we are still receiving a signal from Alpha-1 but unable to make contact."

This made the human angrier as he spoke in a kind of low growl. "What do you mean you can't make contact?"

The same robot answered. "Sir we simply are unable to open communications with Alpha-1, probability of malfunction, 82%"

The human spoke again. "Blast it, I knew it was a bad idea to send a new drone out alone, can you at least get a lock on its location?"

"Affirmative sir."

"Good, D-12, D-13, you two come with me, were going to retrieve Alpha-1." The human then got up off his chair with the two robots following behind, he made his way to the back of the room to a large door shaped like a semicircle, the door opened sideways as he approached and left the room.

Back down in Equestria, the party Pinkie set up was well under way. Pinkie was in front of Steele Mane at the snack table with a cupcake in her hoof. "C'mon Steely, try it, you'll like it."

Steele gave her an annoyed look as he believed he was feeling annoyed. "Pinkie, I told you, I do not require food, if I were to try and eat that, it would damage my internal systems."

Pinkie kept smiling. "Oh yeah, sorry, well then why don't you try one of the games like bobbing for apples, that's fun."

Steele kept up his annoyed look at Pinkie. "Pinkie, if I were to dunk my head in that much water, it would cause me to short circuit and malfunction."

Applejack saw what was going on and came over to try and help with the situation. "Pinkie, why don't you go play pin the tail on the pony so I can chat with Steele Mane fer a sec."

"Okie dokie lokie, see ya later Steely."

Applejack turned her attention to Steele Mane. "You all right there sugar cube? You look a little down."

"I believe the emotion I am experiencing is annoyance, Pinkie keeps on insisting that I try some of this food or play a game that will damage me."

"Sorry bout that, she just wants ya ta have fun, you can have fun now that ya got emotions can't ya?"

"Affirma-I mean, yes, I believe so, but I am still having trouble understanding this, it is all so sudden, I am unsure of how to handle so much."

Applejack gave Steele a comforting smile. "Don't worry Steele, just take it one step at a time, you'll get the hang of it eventually, now why don't ya try yer hoof at whackin the piniata?"

Steele smiled back at her. "It does sound like fun, I will try."

"That's the spirit." Applejack led Steele over to where the party favor was set up.

Steele Mane was unsure how to do it. "So how do you play this game?"

Fluttershy was there after she tried and failed, but still had fun. She decided to enlighten Steele on the rules. "It's simple, you have to wear a blindfold over your eyes so you can't see, then you take the stick and try to hit the piniata while another pony moves it around. It's lots of fun."

Rainbow Dash was the pony who was moving the piniata around. "You ready to give it a try?"

Steele Mane gave a smile as he responded. "I am ready."

Applejack took that as her cue. "Well, all right then, here ya go." She then hoofed him the stick which he held in his mouth, then Applejack put the blind fold over his eyes and shoved him in the circle of ponies all watching the game about to take place.

Thanks to Pinkie, the ponies all got to know Steele Mane well and accepted him already. They all started to cheer him on as he got ready to start swinging. Rainbow Dash got ready on her end as she saw him move the stick carefully around to find the target. Once he felt he made contact with the piniata, he brought it back and swung it forth with enough force to break it, but at the last second, Rainbow pulled on the string and Steele missed his target, causing him to stumble a little. He quickly regained his balance and did the same thing as before. He then decided to try and swing it faster so he could hit it before Rainbow could pull it up in time. He readied his swing and brought it around faster, Rainbow tried to pull it up but was too slow and Steele Mane hit it, causing it to burst and all the candy inside to fall out.

Rainbow Dash let go of the rope and came up to Steele Mane to congratulate him on his success. "Nice swing Steele, that was quite a hit you made."

Steele Mane took off his blind fold and put the stick down on the floor. "Thanks, it was short, but still quite enjoyable, I did have fun."

Applejack then came up to him. "Glad ta hear it Steele. Now how about you try dancin, that's always fun."

"But dancing is not in my programming…I mean, I do not know how to dance."

Rainbow tried to encourage him. "Aw hoarse feathers, just get out there and move around to the music. Trust me, no pony will laugh at you, c'mon." She then grabbed him by the hoof to join the others on the dance floor with Applejack and Fluttershy behind. Rarity, Twilight, Spike, and Pinkie were all on the dance floor as well, having fun.

Steele Mane watched Rainbow for a second as she danced to see how she moved, he started to do the same with his own variation of moves as he danced to the music. The girls and Spike all saw that Steele Mane was smiling as he was dancing, it was clear that he understood how to have fun.

After a few hours the party started to wind down and the party guests started to leave. Steele Mane just had to express his gratitude. "Thank you girls, for showing me how to have fun and enjoy myself, it was…fun. I believe the emotion I am feeling is happy, correct?"

Twilight came forward to answer. "Yes Steele Mane, the emotion is happy. Every pony feels happy at a party when their having fun."

Suddenly, a thought crossed Steele Manes head, he took on a rather somber look and the girls noticed. Rarity spoke to see why he seemed sad. "Steele Mane, what's wrong, why do you seem sad all of a sudden?"

Steele Mane shook his head and put on a fake smile it is nothing, there is something I…..need to think about for a moment, please excuse me." Steele Mane then turned and headed for the door. The girls didn't believe Steele when he said there was nothing wrong, so they decided to follow him in secret to see where he was going.

Steele Mane ended up in an open green field just outside Ponyville. He just stood there as he looked up with a solemn expression into the blue sky with a few clouds floating by. The girls and Spike finally stepped forward to make their presence known with Twilight speaking. "Steele Mane, what's wrong, why do you seem so sad?"

Fluttershy then spoke up. "You know you can tell us anything. Please Steele Mane, we don't want to see you sad."

Steele Mane turned around to face them to explain. "It's just that so much has happened in just one day for me. New friends, new feelings, losing my original purpose, and my new friends offering me to find a new one, it has all been great but." He paused. "What will happen when my creator comes for me. What if I end up having to give all of this up. I like having friends and emotions, if the one who created me comes, he will take me away. I am….afraid, afraid to lose all I have gained in such a short amount of time, I don't know what to do."

Fluttershy came forward to try and comfort Steele Mane. "Don't worry Steele Mane, I'm sure if we ask them really nicely they'll let you stay here with us."

Pinkie agreed. "Yeah, I mean, how bad can they be, if they made such a nice pony bot like you."

Steele Mane took on a hopeful smile as he looked at his new friends. "I hope you are right. You all have done so much for me. I would hate to lose you."

Sadly this tender moment would not last as a flash of blurry white light suddenly appeared before the group. Steele Mane quickly turned around to see what was going on. Standing before the group was a tall creature standing at least a foot and a half taller than them, accompanied by two other metallic figures similar to him in form. He looked down at Steele Mane and barked out, "ALPHA-1, there you are, why have you failed to report in, is your communication systems damaged?"

The group looked at the strange creature with fear as Fluttershy hid behind the group. Steele Mane looked at the man with a curiouse look. "Excuse me? Who are you?"

The human put his flesh hand to his face as he shook his head. "Don't tell me your memory banks have been damaged too." He lowered his hand and continued to look at Steele Mane. "You are to come back to the ship with me immediately for repairs. Understand."

Pinkie got excited at the prospect of another new friend as she quickly zipped up in front of the human and started jumping up and down in place. "OH MY GOSH, you know Steele Mane, you must be his creator, hi, I'm Pinkie Pie and if you know Steele Mane then you can be our friend too."

The robot to the human's left saw the pony and raised its arm and pointed it at her, a panel on the top of the robots arm lifted up to reveal a tube, it then fired a blue circular pulse of energy at Pinkie, knocking her back to the group as she slid on her side. The girls cried out, "PINKIE!" Twilight quickly checked her to make sure she was still alive, she was breathing. Twilight announced to the group the good news. "She's ok, she's just unconscious." They all let out a relieved sigh.

Steele Mane then turned his attention to the human before them. "What did you do that for?!" He then quickly brought out his lasers and aimed them at the human.

The human gave a wicked smile as he looked over the scene. "Well, well, talking ponies, this is most interesting. Alpha-1, why are you defending them."

Steele Mane glared at him as he answered. "My name is Steele Mane, and they are my friends. I am not going anywhere with you."

The human gave a wicked smile. "You dare defy your creator, you really are malfunctioning, no matter, I have just the thing to fix that." As he spoke he slowly used his mechanical arm to reach into his pants pocket and pulled out a remote. He held it and pointed it at Steele Mane and pushed a button on it.

Steele Mane's eyes started to flash between red and blue until finally settling on the red color. His rays then retracted back into his body. The girls watched in worry and confusion at the scene. Rainbow dash cried out to him as he approached the human. "Steele Mane!"

Steele Mane struggled to turn his head to the right to look back at them as his head seemed to jolt back and forth, he only managed to glance at them out of the corner of his right eye as he tried to call out to them in a distorted robotic voice. "GGiiirrrRRLLlsss." Just as he finished that, he, the human, and the two robots disappeared in a quick flash of white.

The group just stared at the space that was once occupied by their friend and the strange new beings that came out of nowhere while Pinkie was slowly coming to.

Steele Mane woke up in a room with metal walls on a long metal table, there was a robot to his left in front of a monitor pressing buttons. He looked around some more to see parts of other robots laid out on another table against the wall to his right. He saw a tall rectangular metal door in front of him. The door slid open and the human walked in.

"You are proving to be quit the headache Alpha-1, I had such high hopes for you, you are the most advanced technical marvel money can buy and you lose your memories from a simple lightning strike. However, thanks to the data you've collected, I know how valuable the resources on that planet are. Now that your memories have been restored, the only thing left to do is find some way to get rid of these….emotions you seem to have gained. I already know how you got them. I have already gone through the data in your memory from your time on that planet."

Steele Mane looked at the human with fear. "No, it is against the law to mine planets with sentient life, you cannot destroy that planet."

"You seem to forget, I don't care, I am a greedy human and I will not let some stupid law protecting some stupid ponies from making me the richest man in the galaxy. Now, TELL ME HOW TO GET RID OF YOUR EMOTIONS! As long as you have those, you will be able to defy me, and I will not be defied!"

Steele Mane smirked at the human. "You cannot simply delete my emotions, my emotions are tied to my friends, and my friends are tied to my emotions, no matter what you do, I will always be able to defy you." Steel Mane then began to struggle to stand.

The human looked on in anger as Steele Mane managed to get up on his hooves. "No, how are you doing that, your motor functions should be deactivated!"

Steele Mane continued to smirk as he jumped down from the table and smirked at the human, he then lowered his head as he looked to be struggling with something else. Suddenly, a panel on the back of Steele Mane's neck flew open and a small chip went flying out, the panel then closed back down and Steele Mane's mane and tail came out.

The human grew furiouse. "NO, THAT WAS YOUR OVERRIDE CHIP, HOW ARE YOU DOING THIS!"

Steele Mane kept his smirk as he looked at the human. "Willpower." He then brought out his cannons and blasted the droid in the room as it charged at him, the robot blew up and pieces of it went flying all over the room. Steel Mane then turned his attention back to the human who was furious now.

The human called out, "D-7, D-8, Stop Alpha-1!" Two more robots entered the room, they raised their arms and produced the same cylinders that were used to stun Pinkie, only this time, they were firing red lasers. Steele Mane used his horn to Produce a shield to protect himself. The red lasers bounced off of his shield. Steele Mane then got an idea, he pointed his lasers at an angle to a point just above him and fired them both in a continuous beam, it started to create a large red energy ball above Steele Mane.

When he felt it was big enough, he quickly rotated his lasers to face forward, as he did the red ball of concentrated heated energy went flying across the room to the two droid, completely obliterating them. The human was kneeling down behind a table while all this was happening. Steele Mane readied his lasers to blast the human. He shot a beam at the human, but before it hit him, the human disappeared in the same manner that he brought Steele Mane up to the ship.

With the human gone for the moment, Steele Mane quickly made his way over to the console the first robot was working on, he stood in front of it and opened a panel on his chest. A metal cord snaked its way out of his chest and connected to a hole on the side of the console. "Come on, locating ship schematics, downloading, all right, that should do it, time to get out of here, and back to my friends." Steele Mane Turned around and focused his lasers just above him again, he created another concentrated energy ball above himself and fired it at the wall, with a loud explosion, he made a hole that led out into space. A female computer voice started to sound off as air was being sucked out. "Warning, hull breach in science lab, warning, hull breach in science lab." It continued to repeat.

Steal mane retracted his lasers and brought out his wings. He galloped out the hole and flew off back down to the planet and to equestrian, leaving the ship behind. The human reappeared in the same white flash as he screamed in anger at what just happened.

"RRRRAAAAAAAAAAAAAAHHHHHHHHHH HHHH! D-12,GET REPAIR DRONES INTO THE SCIENCE LAB NOW."

Steele Mane made his descent down into Ponyville and landed right at Twilight's doorstep, he retracted his wings and knocked on the door. Twilight opened the door with a solemn look on her face which quickly changed to a look of surprise and happiness upon seeing Steele Mane again. "Steele Mane, your back!" She quickly grabbed on to him and gave him a hug, he returned the favor.

Twilight broke the embrace and spoke. "Steele Mane, I thought we'd never see you again, thank Celestia your all right."

Steele Mane looked at her with a smile. "It is good to see you again too Twilight, but, I have to ask, how long was I away."

Twilight looked at Steele with a puzzled look. "Steele Mane, you've been gone for almost two days now. What happened, who was that creature, and how did he force you to go with him?"

Steele Mane took on a serious look as he began to speak. "I will explain everything later, right now it is urgent that I speak with princess Celestia and Luna. They need to be made aware of what is going on."

"But Steele, what happened?"

"Twilight, I promise to explain everything to every pony in front of the princesses, please Twilight, this is urgent."

Twilight still wore a worried look but decided to wait for an explanation. "All right Steele Mane, Spike can you come down her please!"

Spike came out of the room and made his way down the stairs, when he saw Steele Mane in the room, he was filled with joy. "Steele, you're ok, thank Celestia. What happened."

Twilight interrupted. "Not now Spike, I need you to send a letter to the princesses telling them that Steele Mane is back and needs to speak with them. It is very urgent that we meet with them as soon as possible."

"I'm on it." He gave a little salute then produced a scroll and quill and began to write down a message. Once it was done, he blew green fire on it and sent it on its way to the princess. It wasn't long before a response came back. Spike picked up the scroll and read it out loud. "My most faithful student, I am pleased to hear the good news that Steele Mane is back, however, if he has something important to tell us then you may come to the palace as soon as possible. Signed, Princess Celestia."

Twilight spoke up. "All right, let's go gather our friends and head to the palace, Spike."

"Don't worry Twilight, I'll stay here and take care of the library."

"Thanks Spike."

And so, Steele Mane and Twilight made their way out the door to get every pony together to meet with the princesses.

Meanwhile, up on the space ship, the human had come up with a plan. "All right, listen up you two, you hunter drones are to go down to the planet and bring me back a unicorn alive, I need to do some studying on this magic thing. Understand."

Two larger buffer looking robots stood before the human on the ships bridge. "Affirmative" They said in unison with a deeper robotic voice. The robots turned and made their way off the bridge to follow their orders.

The human smiled a wicked smile as he thought of his plan. "I will not let some stupid malfunctioning piece of scrap metal ruin my plans for becoming the richest man in the galaxy, I'm going to make him pay for defying me."

Back down in Equestria, the girls were all happy to see Steele Mane again. They had gotten to the palace and they were all gathered before Celestia and Luna with steele Mane in front, standing before the princesses in their throne room. Celestia stepped forward to address Steele mane. "Steele mane, I am pleased to see you are ok and have come back, but what is so urgent that you had to meet with us like this?"

Steele Mane began his story. "While I was gone, the creature that took me restored my memories, he is a creature called a human. His name is Malcom. Humans come from a distant planet called earth, currently, the humans have a project going on to try and save their own planet which is dying. They are trying to mine other planets for resources that cannot be found on theirs. They do have rules about that, and one of them is to not mine a planet that has sentient life on it. The process they use to mine the resources destroys the planet. Your planet is rich with gemstones that the humans deem very valuable."

Luna got curious about a statement Steele Mane made. "If it is a law that they cannot mine planets with sentient life, does that not mean we are safe?"

Steele Mane continued. "I'm afraid not, the human who took me is my creator, he is a very greedy human and will stop at nothing to get what he wants, he will not give up unless he mines all the resources and gems from this planet,….or he is stopped permanently."

Celestia got worried at that statement. "What do you mean by that Steele mane?"

"I mean that he must be destroyed."

The room fell silent at this. Sure he may be evil, but to speak of such a thing is still unthinkable. Twilight came forward. "Steele Mane, are you sure about this, I mean he is kind of like your father if he made you?"

Steele Mane looked at her with a determined look. "I realize this Twilight, but he must be stopped or your world is doomed. I know what my purpose is now, my purpose is to protect this world and its inhabitants as best I can. I will do whatever it takes to make sure every pony is safe."

Celestia gave Steele Mane a warm smile. "Steele mane, I cannot tell you how grateful I am that you would be willing to go to such great lengths to save my home and subjects, you have my gratitude."

Steele mane looked back at her as he smiled. "You have my thanks as well your majesty, if not for you, I would not have the emotions I now carry, and I am now able to make my own choices, which is why I am choosing to help my friends."

Somewhere in Equestria, a lone pony with a light blue coat and a white and light blue mane and tail, wearing a magicians hat and cape was pulling a make shift small hut on wheels along a dirt road. It was a unicorn mare, her cutie mark was a wand crossed over a crescent moon. As she was walking by, two large muscular looking robots dropped down in front of her from the sky. "Halt creature, are you a unicorn?" the one on the left asked.

The unicorn was afraid of what was standing before her but she did not let it show as she spoke. "Be gone with you, the great and powerful Trixie is busy right now, whatever you are, I do not have time for you." Clearly this pony was full of herself as she spoke.

The robot on the right asked again. "Are you a unicorn?"

Trixie gave a disgusted look at them as she answered. "Of course I'm a unicorn, the great and powerful Trixie is the most talented unicorn in all of Equestria!"

The robot on the left then raised its arm and produced its arm cannon, it fired a stun pulse at Trixie, causing her to fall to the ground unconscious. The robot on the right then walked closer to her and removed her hat. "Target confirmed, return to ship." The robot then picked her up and teleported out.

Trixie awoke to find herself in a small metal room on a white metal slab sticking out of the wall. She looked to see an archway that led out of the small room with the same two robots that attacked her. But they weren't alone, the human was there with them as he smiled wickedly at her. Trixie felt very afraid but she tried not to show it again as she spoke. "You let me out of here this instant you mutant monkey, I, the great and powerful Trixie demands it."

Malcom's smile never left as he looked upon her. "Well, well, aren't we full of ourselves. Look her miss unicorn, you are my prisoner now, as long as you do as I say, you will live to see another day. Otherwise, I may just cook you up for dinner. Now I suggest you lose that cocky attitude of yours."

Trixie still continued with her defiance. "You don't scare me, I am the great and powerful-AAAAHHHHH" Trixie was cut off as a surge of electricity went through her body.

The human spoke again. "You failed to notice the collar around your neck. This remote I hold in my hand is the trigger. If you don't do as I say, I will fill you with so much electricity, it will turn your insides into goo."

Trixie looked down at her neck and, sure enough, there was a metal black color with two green lights on the front around her neck. Trixie was really scared now. Seeing no way out and trapped by this strange alien, she simply nodded quietly with a sad look on her face like she was on the verge of tears.

Malcom spoke again. "That's a good little unicorn."


	4. Preperations

**Rise of The Robopony**

**Chapter 4: Preperations**

**Allright, I didn't get as many oc submissions as I hoped, but I did get a few, I will be sure to give credit where credit is due for the oc submissions at the bottom of a chapter as they appear.**

Malcom was now leading Trixie through the halls of his ship with two of his drones behind her, he was now wearing a black leather cape that nearly draped to the floor. Trixie was no longer wearing her hat and cape as she followed behind the human with great fear. She was now his prisoner and had no idea why he took her. She was afraid to speak, but her curiosity got the better of her.

"Excuse me, but, what exactly do you want with me?"

Malcom didn't turn around as he answered her. "You are going to be my study pet. I just want to learn what I can about magic. The only reason you're here is because you were the first unicorn my drones found. My name is Malcom, but you will call me sir. As long as you do what I say and when I say it, no harm will come to you."

Trixie was still curious about something. "And, how long am I going to be here?"

Malcom stopped in his tracks. He turned to face her and kneeled down to her eye level. "You will be here as long as it takes, if you have any more questions, I suggest you keep them to yourself as I am not a patient man." He turned back around and continued to lead Trixie through the halls.

Back in Equestria, in Ponyville, Steele Mane was able to use his science to make himself a metal house next to Twilight's. Twilight, Applejack, Pinkie Pie, Rarity, Rainbow Dash, and Fluttershy were all standing in front of the building with Steele Mane looking at them. Applejack asked Steele Mane about the building. "So, what's with this here place you set up fer yerself Steele Mane?"

Steele Mane looked to her as he answered. "This building will be my workshop, I have an idea that will benefit us all. But I will need your help to pull it off, as long as you will be willing to fight, I can provide you with the necessary tools."

The girls all looked at each other before they gave their response. Twilight answered first. "You can count on me Steele Mane, just tell us what you need."

Pinkie jumped forward. "Yeah, just say the word and we'll get you what you need."

Steele Mane smiled at them, knowing full well he could count on them for anything. "I need gemstones, at least six sets of tweleve."

Rarity got curious at this. "Whatever do you need so many gemstones for?"

"I will be able to easily manipulate and alter their structure for what I have in store."

Rainbow Dash then came forward with a question. "What exactly do you have in mind?"

Steele Mane just smiled at her as he responded. "That is a surprise."

Then Pinkie got excited at the mention of a surprise. "A surprise? OH BOY, I love surprises, can't you give us a hint as to what it is? PLEASE?"

"Sorry Pinkie, but you will just have to wait, now shall we go gem hunting?"

Rarity spoke up again. "Actually darling, it just so happens that I know a spell that lets me locate gems easily, with me, you will have the stones you need in no time."

Steele Mane was pleased with this. "You are capable of locating gems? Impressive."

Rarity gave a little blush at Steele's comment. "Oh, it's nothing really. Now then, shall we."

While the group went off gem hunting for whatever Steele Mane had, back on the ship, Malcom had Trixie in a large whit round room while he was looking at her from a viewing window with a robot sitting at a console next to him. "All right unicorn, this is the first test I will give you."

Trixie glared at the human through the window. "My name is Trixie, I may be your prisoner, but that doesn't mean you can be disrespectful."

Malcom gave an evil smile as he reached into his pocket with his robotic arm and pulled out the remote to Trixie's collar. "I don't care if your name is mud, I will call you whatever I want, or do you need a reminder of what that collar on your neck can do."

Trixie gulped as she remembered what happened the last time Malcom pushed the button on that remote. "No, I don't, I'll be quiet."

"Good, now this first test is to see how well you can defend yourself with your magic. D-23, begin the test, all you need to do, unicorn is put up a force field around you and hold it for as long as you can." The droid then pushed a series of buttons on the console, a whole series of panels opened up along the walls of the room Trixie was in and lasers emerged from them. "Once your field fails, the lasers will stop,…maybe."

Trixie gulped in fear again at his statement. She simply readied herself and put up the strongest magic field she could.

A few hours later in Ponyville, the group had successfully found all the gems Steele Mane needed for whatever he had planned. "Thank you for your help every pony. Now that I have what I need, I can begin my work and make you the surprise I promised, however, it will take some time for me to complete them."

Fluttershy began to wonder about that statement. "How long will it take Steele?"

"If I work continuously, it will take me about three days to complete the task, this is a delicate process after all."

The girls got worried at this, Twilight came forward to address Steele Mane about this. "But, what if Malcom attacks, what are we supposed to do then?"

Rainbow agreed. "Yeah, and besides, three days of nonstop working, that's no fun, how are we supposed to hang out if your too busy working nonstop?"

Steele Mane gave them a comforting smile as he spoke. "It's all right girls, I know Malcom and he is most likely getting ready for something big himself as well. We will be ready for him, I promise."

Applejack spoke up then. "Well, all right Steele, we trust ya, but three days nonstop, are ya sure you can do it?"

"I may have emotions like you, but I am still a robot, I do not require sleep like you. I will be fine. In the meantime, you all should just enjoy yourselves until I am done." Steele Mane then used his horn to drag the wagon of gems with him into his new workshop to begin his project. The girls were still worried for their friend, but what he was working on must be important, so they left him to it.

Back up on the ship, Trixie was in the middle of another test from Malcom, she was exhausted. "How much longer do I have to do this?" Trixie was tasked with lifting a large metal ball almost as big as she was with her telekinesis.

"As long as I say you do, now stop whining and keep lifting!" Malcom was getting annoyed with her complaining about his tests. He was about ready to fill her body with another jolt of electricity. "Do you know why I work with robots instead of others like myself? Because robots don't talk back! They do what they are programmed to do, and the robots under my control are programmed to do what I say. They don't talk back, they don't second guess, and they certainly don't complain, now, KEEP LIFTING!"

Trixie turned back to the ball and continued with the test.

Three days went by with nothing major going on, the girls had gathered around Steele Manes workshop, hoping he would come out soon, they were a little sad they were unable to hang out with him. Twilight finally stepped forward and knocked on the metallic door. "Steele Mane, are you done yet, it's been three days and we would like to at least see you."

The door finally opened and Steele Mane poked his head out. "Hello girls, you are just in time, I just put the finishing touches on my surprise for you. Wait here a moment." Steele Mane then went back inside. A moment later, he came back out, levitating six metal looking necklaces with a circle around a button at the center.

Pinkie got excited at the site of her surprise. "OH BOY!" She then ran over, grabbed one of the necklaces and placed it around her neck.

Steele Mane tried to stop her. "Pinkie, wait, I need to explain-" Before he could finish his sentence, Pinkie had pushed the button on her necklace and her body became enveloped in metal. It went down her back and covered every inch of her down to her hooves, except for her mane, tail, and head. The metal came up and stopped at just around where her head connected to her neck and came up to her ears on the side of her head where two round discs formed and a visor appeared in front of her eye, it was a clear white. Where Pinkie's joints were, there was a dark pink coloring around it, as well as at the base of her hooves.

The girls all looked on in wonder at what Pinkie was wearing and Rainbow Dash was more impressed. "NO WAY, that is so cool. Steele Mane, what is that?"

Before he could explain, Pinkie called out again. "Hey girls, check this out!" Suddenly, a pair of metallic wins emerged from her sides and produced pink light feathers, much like Steele Mane's wings. Then Pinkie started to zip around the air as she cried out in joy and excitement. The girls all watched in confusion and wonder.

By this time, Steele Mane looked like he was about to short out again, the necklaces he brought out had fallen to the ground. "But….how did she…she couldn't have…illogical….illogical." He did it again, Pinkie caused him to go into another thought loop again.

Pinkie just floated down next to him without touching the ground, raised her hoof, and, *CLANG*. All while still smiling. Steele Mane came back to his senses. The girls just looked in confusion at the scene. Finally, Pinkie landed in front of Steele Mane so the others could get a good look at what Pinkie had on. Twilight was the first to comment on it.

"Steele Mane, this looks incredible, what is it?"

Steele Mane was still in a little shock. "Pinkie, how did you know that one was for you, and how to work it?"

Pinkie just looked at him with a smile, she opened her mouth to answer but then paused and looked like she was thinking . "Lucky guess?" Is all she said. Steele Mane's jaw literally fell off at Pinkie's statement and hit the ground.

The girls looked to him in shock that his jaw actually fell off at what Pinkie said. Pinkie just stood there with a smile while still wearing her new armor. Finally, Steele Mane's self-repair system kicked in and his jaw flew back up and reattached itself to his head. Steele Mane was finally ready to explain what it was Pinkie was wearing.

"Well,….anyway, what Pinkie is wearing is a new combat suit I made for each of you. As you have seen, they have flight capabilities. They also have a built in shielding system, meaning that while you are wearing them, there will be a shield around you at all times to deflect unfriendly fire like lasers and such. Each one has its own unique weapons."

Rainbow dash couldn't contain her excitement any more. "This…is so…..AWSOME! Which one is mine!"

Steele Mane then levitated the necklaces off the ground and moved each of them in front of the others, the girls took the necklace in front of them and placed them on their necks and did the same thing Pinkie did. Twilights suit had purple rings around her joints and at her hooves. Applejack's had orange, Rainbow Dash's had light blue, Fluttershy's was yellow, and Rarity's was violet.

Steele Mane began to explain more about the suit. "The suits are thought activated, once you know what they are capable of, you just need to think of what you want to do and the suit will respond. Twilight, your suit is equipped with an EMP blaster."

Twilight had never heard of this. "What's an EMP blaster?"

"EMP stands for electro-magnetic pulse, basically, it fires a pulse of concentrated electrical wave that effectively shuts down anything electronic that gets hit by it, just be careful not to hit me with it." Steele Mane chuckled nervously at his statement. "Try and bring it out."

Twilight concentrated on the weapons and a pair of small cylinders emerged from her shoulders, they moved and rotated around a bit before stopping to face in the same direction Twilight was facing. She then noticed a circle with four lines appear on her visor that seemed to move with the guns. "Steele, what's that circle in front of me?"

Steele Mane began to explain more. "The visor in front of your eyes is your targeting system, wherever the circle is pointing, your guns will hit it."

Rainbow's suit had covered her wings as well, the tips of her feathers were a light blue color matching the other coloring she had, same with Fluttershy's suit. Rainbow just had to know what her suit could do. "What about my suit? What kind of cool weapon do I get?"

"Your suit is equipped with a thunder cannon, it fires a blast of electricity, it's like a gun that shoots lightning, very powerful."

"SWEET!" She then thought about the gun, a large cylindrical object emerged from her back and it came around to her shoulder, it was wide and round with a sharp cone on the front. It had two rods on the top of it at angels. Rainbow Dash just let out a huge fan girl squeal at her new weapon and suit.

Steele Mane then turned to Pinkie. "Pinkie your suit-" *BOOOOM* Steele Mane stared at Pinkie as she had her weapon out and already used it to blow up a small nearby tree.

"Neat, I got a bazooka!" She also had a large cylindrical metal weapon that emerged from her back and came around to her shoulder, it had a hole in the front for its projectile.

The girls and Steele Mane stared at her in shock. Pinkie just looked back at them as her weapon disappeared back into her suit. "What?" She said with a smile.

Steele Mane was starting to have second thoughts about giving Pinkie such a dangerous weapon. He just shrugged it off and went over to Applejack to tell her about her weapon. "Applejack, your suit comes with a pair of electro whips, they are long metal tentacles that has electricity surge through them. You can easily shock an enemy with them."

"Well I'll be. Let's give a test." Applejack then produced two long metal tentacles from her back, she was able to figure out how to make them move with just her thoughts, she even made two lassos with them as she twirled them above her. "Yeeehaw!" She was having fun with hers.

Next came Rarity. "So what does my suit do dear?"

"Your suit has a pair of energy star launchers, they are energy based sharp projectiles that can easily slice through metal, or explode if they actually stick to a target."

Rarity brought out her weapons, they were long rectangular and almost flat. "Well, they do look rather sleek. Thank you Steele Mane." Steele just smiled at her.

Finally, it was Fluttershy to learn of her suit. "Um, Steele, I don't know if I can do this, I don't like to fight."

The girls all had their weapons put away and made their way over to Fluttershy to see if they could make her feel better. Applejack was the first to say something. "Now sugar cube, none of us likes ta fight either, but this is fer the sake of our home, if'n you really don't want to fight, I'll understand."

Rarity agreed. "Quite right dear, as much as I hate violence, since it is rather unlady like, it is something that must be done, but if you do feel so strongly about it, we'll understand."

Fluttershy then closed her eyes and shook her head, she looked back up at her frieds. "Your right, I don't like it, but that meanie needs to learn that it's not ok to hurt others, I'll help if I can. So what does my suit have."

Steele Mane smiled at her. "Your suit is equipped with a sniper laser gun. This way, all you have to do is pick off targets from a distance. Your gun will allow you to see great distances so you can shoot at enemies from a safe distance, you won't have to worry about being in the thick of it, think of it as a support role. Is that ok with you?"

Fluttershy smiled at Steele Mane. "Thank you Steele, that sounds just fine."

Steele mane then remembered something else he forgot to mention. "One two more things about your suits, they have a built in communications system so we can stay in touch should we get separated or need to split up. Finally, your suit has a space flight function, if we are going to stop malcom, we are going to need to attack him at his ship. Your suits can form a complete helmet and cover your mane and tail so you can fly in space."

Rainbow's eyes lit up at this. "NO WAY, we'll actually be able to fly off the planet, that is so cool!"

Twilight came forward with a question. "So when do we make our move?"

"We don't, we have to wait for Malcom to make his, if we leave now, we could leave the country unprotected, I just know he is planning some kind of invasion. We will just have to wait for it so we can crush every one of his droids."

Back up on the ship, Malcom was ready to give his orders. "D-173, are all preparations ready for the invasion?"

A robot on his left responded. "Affirmative, all attack and construction drones are ready."

"Excelent, open the com system."

"Yes sir."

Malcom spoke through the speaker system on his ship to address all his robots. "ATTENTION ALL ATTACK FORCE, REMEMBER, I WANT THOSE PONIES ALIVE, THEY WILL MAKE EXCELLENT SLAVES. I WANT EVERY CITY IN THAT COUNTRY UNDER MY CONTROL, NOW GET DOWN THERE AND GET ME MY GEMS!" The invasion has begun. Let's just hope our heroes will make it through this.

**AN: Sorry if this chapter seemed short, I was just eager to get this up. Also this seemed like a good stopping point. Next chapter, the oc's that were submitted will make an appearance. Hold on to your hooves readers, **it's** about to get Pinkie Pie crazy in Equestria.**


	5. The Assult Begins

**Rise of The Robopony**

**Chapter 5: The Assult Begins**

Over the skies of Equestria, hoards of robots filled the air, ready to take control of every city in the country. Down in Ponyville, the girls and Steele Mane saw the assult begin as they were still gathered in front of Steele Mane's hut after learning about each of their weapons. Steele Mane spoke to address them. "Looks like this is it, Malcom is making his move, girls, we'll have to split up and take different sections of the town so we can properly protect every pony. Just remember, your suits also have built in homing sensors, your visors can display a map of the immediate area and show you every ponies location. Fluttershy, you can come with me and find a position on a roof and act as my support, ok."

Fluttershy looked worried but then took on a determined look as she responded. "All right, you can count on me."

Then Applejack got worried about something. "Wait a minute, what about my family, I gotta make sure they'll be ok."

Steele Mane looked at her with a smile. "Go to them, we can handle things here. You go and make sure your family is safe."

"Are ya sure? I'd hate ta leave you guys too."

Twilight came forward. "Go Applejack, you can join us later when you feel your family is safe. We'll be fine."

Applejack gave a smile as she responded. "Thanks gals and Steele Mane, I promise to get there and back as soon as I can once I know my family is safe." Applejack took off for Sweet Apple Acres.

Twilight then remembered Spike. "I'd better warn Spike, just give me a second." She quickly ran into her library and called out for Spike. "Spike, where are you?"

Spike emerged from the kitchen. "What's up Twilight, whoa, what's with the metal?"

There's no time to explain, I need you to stay in here and don't come out until I come for you, ok."

Spike was a little worried by her words, but he did as he was told. "All right Twilight, I'll stay inside, but what's going on."

"I'm sorry Spike, but there's no time to explain, just stay inside and don't come out no matter what you hear, ok."

"All right, I stay inside."

"Thanks Spike." Twilight made her way back outside to rejoin her friends. "Ok, I'm ready to go now."

With that, the girls all charged into town and split up in different directions, Fluttershy following Steele Mane.

Meanwhile, up in Canterlot, the royal guards were doing their best to try and fend off the metal monsters attacking the castle, but weren't fairing too well. The unicorn guards magic did little to stem the tide of robots as one by one they fell to the robots stun lasers. In the throne room, the princesses were ready to fight any robots that entered their throne room. They herd laser blasts just outside the door, as well as grunting and struggling. Suddenly, the doors burst open as two robots came flying in and landed on their backs. Then, a large metal hammer came crashing down on one sending a surge of electricity through it, causing it to explode, the hammer did the same to the other robot.

The princesses looked on in curiosity at the scene, then, a new figure entered the room. It was another alicorn. His coat, mane, and tail were all a raven black except for a brown streak through his mane and tail. He had brown eyes and was taller than Luna, but shorter than Celestia. He had a grey cloud with three gears under it as his cutie mark.

The princesses ran up to him with a smile on their faces,Celestia then spoke up to greet him and thank him for his help. "Nightshade Smoke, thank the heavens you came. We need your help to protect Canterlot."

Nightshade Smoke levitated his hammer back onto his back with the handle jutting just over his left shoulder. He had a straight face as he looked up at her. "What is going on your majesty, what are these things, and where did they come from?"

Celestia responded with worry and desperation in her voice. "There's no time for explanations, I will try to explain everything later, but right now, we need to stop these things from taking over Canterlot."

"All right, let's go." Nightshade Smoke lead the princesses out of the castle to deal with the imminent threat to Canterlot.

Up in Cloudsdale, the robots worked quickly as they took over the city, they had to stay in flight though since they would just fall through the clouds if they tried to stand on them. They had two long rods protruding from their backs, each with two more rods coming down from them connected by a light blue clear energy. Within the shadows of Cloudsdale, a lone shadowy figure moved silently through the town, it quietly snuck up on two robots from the shadows, in a flash of white, the robots were sliced in half in one swift movement. The figure emerged from the shadows to get a better look at its prey.

"What are these things?" It was a pegasus. He had a midnight black coat, his mane and tail were a darker and lighter shade of crimson. Wrapped around his left hoof was a chain with a curved blade at one end. His eyes appeared cybernetic, his pupils would rotate as they grew and shrank while he tried to scan them and figure out what they were. The metal surrounded his eyes and ran down his face and stopped at his nose. Unable to figure it out, he continued to try and destroy as many of the things as he could.

But with every one he destroyed, there seemed to be two more to take their place. He was starting to think this was futile. "I must get to the princesses, maybe they can help and tell me what these things are." He didn't like to leave his home town but he didn't have much of a choice. It would only be a matter of time before he would be found and caught. So he reluctantly left for Canterlot, being careful not to be seen.

Manehatten, the town was having a great deal of problems as well as the robots went through the town blasting and capturing every pony they could. Suddenly, up on the rooftops, a lone pony appeared. He teleported down to the streets and started blasting the robots with arrow shaped energy blasts. The robots were no match for him as they tried to blast him but he just moved and teleported around like crazy, blasting and bucking the robots. He then came to a large group of robots, he simply eyed them, in a quick flash he disappeared and reappeared behind the group. After a moment, the robots all exploded.

This pony appeared to be an earth pony as he had no wings or horn. His coat was a darker shade of grey with light grey patches. His eyes were red with black surrounding white irises. He had sharp looking teeth, a black and white mane and tail, and his cutie mark was of eight emeralds, seven surrounding one big one. The emeralds were gold, white, green, blue, purple, light blue, and red, the giant emerald was a light green color. As he spoke, he spoke with a kind of growl in his voice. "What in the name of Equestria are these things, where are they coming from? There's just too many of them for me to handle alone. I'm going to need help if I'm going to stop this, I'd better go see the princesses.

Back in Canterlot, the Celestia, Luna, and Nightshade Smoke just finished off the last of the robots invading Canterlot. The princesses and Nightshade Smoke were in front of the castle gates to converse about what was going on, little did they know that there were two ponies listening in on their conversation. The pony that was fighting in Manehatten was up on a roof looking down as he listened in, while the Pegasus with the cybernetic eyes was also hinding in a nearby ally way to hear what was going on.

Before Nightshade Smoke could speak, one of the royal guards came forward to inform the princesses of what was going on. "Your majesty, we have received reports that every city in Equestria has been taken over by these things!"

Celestia and Luna became worried. Celestia spoke up. "What about Ponyville?"

"We're not sure, we haven't received word from there yet."

"Thank you. Go help with the cleanup, myself and Luna will be along momentarily to assist."

"Yes your majesties." The guard gave a bow and went off.

Nightshade Smoke finally spoke up. "Well, what are these things and where did they come from princess?"

Celestia took on a worried look as she responded. "I cannot explain the situation as well as I would like, there is only one pony in Equestria who know more about what is going on than I do."

This confused Nightshade Smoke. "Well, who is this pony? How could he know more about this than you?"

"His name is Steele Mane."

The pony on the roof got curious about that name. "Steele Mane?"

The Pegasus also wondered quietly to himself. "Who is Steele Mane?"

Nightshade Smoke continued. "And where is this Steele mane?"

Celestia answered. "You are to go to Ponyville and aid him in any way you can, since he is the only one who knows about all this, you are to follow his orders from now on until this matter is resolved."

"You want me to go to Ponyville and follow some pony I've never heard of instead of you? What is this all about princess?"

"Pleas Nightshade Smoke, I know this is an odd request, but it is for the good of Equestria."

Nightshade Smoke didn't like this, but he was under oath to serve Celestia and Luna. "As you wish princess, what does this Steele Mane look like?"

Celestia took on a mischevious look on her muzzle. "You'll know him when you see him. Trust me, he will be easy to spot."

Nightshade Smoke smiled at Celestia. "Going to be like that aye, fine, have it your way. I will do as you say."

"Thank you Nightshade Smoke."

Nightshade Smoke then turned around and headed for Ponyville, unaware that he had two others tailing him in secret, neither one aware of the other yet.

Back in Ponyville, the girls and Steele mane had split up to try and stop the robot invasion in town, Applejack headed for her home, Sweet Apple Acres, to make sure her family was safe. Her big brother Big Macintosh was backed up against the front of the house as two robots closed in on him, he was glaring at them as they came closer. One of them spoke. "Surrender pony."

"Nope." Was all Big Mac said. The two robots pointed their arm cannons at Big Mac, ready to knock him out, suddenly, the robots got wrapped up by two long metal tentacles and lifted in the air. Electricity surged through the tentacles and into the robots causing them to explode, they were then tossed aside and left in a heap. Big Mac just watched in astonishment at the feat.

Big mac then heard something familiar. "YEEEEHAW, that'll learn ya not ta mess with the apple family!" Big mac followed the tentacles and found his little sister standing before him wearing some kind of metal suit with a visor.

"Applejack, is that you, what in tarnation are you wearing, and what were those things, and how did you-" Applejack cut him off.

"Sorry big brother, not much time to explain, is every pony safe?"

Big mac nodded, still confused as to what was going on. "They're inside the house."

"Great, you get inside too, I'll deal with these metal varmints myself, I promise to explain everythin later when things are settled."

Big Mac was reluctant to do as she asked, but she seemed to know what was going on, so he did as she told. "All right then, you be careful now and don't get hurt."

Applejack then went to work on the rest of the robots that were invading her farm. There wasn't that many since her farm was away from Ponyville a ways.

Back in Ponyville, Fluttershy was up on a rooftop in the same area as Steele Mane providing support as she got the hang of her sniper gun. It was long, rectangular, and made up of three sections, one smaller than the last, with each shot she took, the smaller section that fired the rounds would retract quickly into the section it was attached to and slide back out. Each round was a small white ball of energy that easily pierced through the metal body of the robots.

Steele Mane was down on the ground blasting the robots with ease with his laser cannons, he started to fly around to doge some of their blasts, he came crashing down on top of one, hooves first, smashing the head and crushing it down to the ground, then he focused his lasers above his back and created a large concentrated energy ball and fired it into a group of robots in front of him, obliterating the group.

In another section of the city, Twilight Sparkle was flying around in her suit to make herself a harder target for the robots, despite the fact that she did have a protective shielding like Steele Mane said she had in her suit. Her wings were similar to Steele's, but hers was a purple color. She zipped around the area blasting the bots with her EMP guns, causing them to flail a bit before falling to the ground destroyed.

Pinkie was busy having fun as she kept blasting bots, flying all over the place. "Whee, this is fun, you can't hit me, you can't hit me!" She taunted them as she flew around them and stuck her tongue at them. She fired her bazooka at a group and with a loud boom and a cloud of dust that followed, the robots were history.

Rainbow Dash was also having a blast, figuratively and literally as she flew around her area blasting enemies with her thunder cannon. Just before she took a shot, the two rods on the top of her cannon would have electricity flow between the tops of them, since she was in combat, the electricity stayed that way as she flew. Each bot she hit with her cannon was vaporized instantly. "This is way too cool, these bots don't stand a chance against us."

Rarity was busy in her section using her energy star launchers, the energy stars she fired were a violet color and had four points, as they flew through the air, the spun quickly. They sliced through one bot and stuck to another behind it, the star would then explode and destroy the bot. She was easily handling her section as she was able to fire her stars rapidly, she would jump side to side as she fired to avoid enemy fire. Thanks to the suits Steele Mane gave them, the girls were making quick work of the robots invading their town.

Rarity gave a confident smile as she just finished off the last of the robots in her section of town. "Well, that takes care of that. Steele Mane, can you hear me?" She decided to try the communications to inform Steele Mane that she had finished with her section of the town.

"Yes Rarity, I hear you, what's up?"

"I believe I'm done clearing out the robots in my section, how are you doing?"

"That's great news Rarity, I still have quite a few to deal with here though, but Fluttershy is proving to be quite helpful as a sniper. Why don't you go help one of the others clear out there section?"

"All right then, see you later." After Rarity finished talking to Steele Mane, she was about to take off to help one of her friends, when suddenly, a large shadow started to loom over her from behind. She turned around to see the source with a worried look on her face. She looked up at a terrible site. "Oh dear." She stood before a large robot that looked like a gorilla with a pair of sharp menacing red glowing eyes, it was easily as tall as one of the buildings in Ponyville. It reared up, throwing its large arms and making fists as it let out a loud mechanical roar.

Rarity aimed her star launchers at the massive robot beast and fired numerous shots at it. The stars stuck to its chest in multiple places and exploded. They didn't appear to have any effect as no clear damage was visible. Rarity got really scared now. She tried to contact Steele Mane again. "Steele Mane, I hate to be a bother, but I have a serious problem here!"

Steele Mane responded as he continued to fight off the robots in his section. "What is it Rarity?" He could hear the worry in her voice.

The robot gorilla raised one of its fists and slammed it down on Rarity, she managed to jump out of the way in time as she galloped a ways and took to the air. Her wings were a violet color as well. She tried circling around the beast while blasting it as she spoke to Steele Mane. "There's a giant gorilla like robot here and my weapons don't seem to have any effect on it, I need help!"

Steele Mane became worried for his friend. "Hold on Rarity, I'll be there as soon as I can!" There were only a few robots left, but he needed to finish them off. "Fluttershy, can you hear me?"

Fluttershy answered. "Yes Steele Mane."

"Fluttershy, I want you to go help one of the others while I finish off these robots and go help Rarity."

"Ok Steele Mane, you be careful."

"You too Fluttershy, and good luck."

Fluttershy activated the tracking system in her suit to find the closest pony. "Let's see, it looks like Twilight is the closest." Fluttershy then flew off in the direction of Twilight to act as her support.

Steele Mane got an Idea on how to finish off the rest of the robots around him. He retracted one of his lasers and started spinning it around. He started to fire a continuous beam, it sliced through the robots and destroyed them. Steele Mane was now free to help rarity. He extended his wings and took off in her direction as fast as he could.

Rarity was flying around the giant bot frantically as she fired, trying to find a weak point somewhere in the robot's body. Even though she was flying too fast for it to hit her with its arms, she was still scared as her weapons seemed to have no effect. Rarity finally saw Steele Mane flying towards her. "Oh thank heavens."

Steele Mane called out to her. "Rarity, get behind me!" She quickly flew over to him just as the gorilla bot took another swing at her and missed. She got behind Steele Mane as he brought out his lasers. He pointed them down at an angle away from the robot. He started to fire a continuous beam as he made them cross, they crossed through the giant robot making an x through its chest, it reared up and roared as if in pain then suddenly froze as its hands were raised. Its eyes started to flicker from red to black as the roar started to get weaker, finally, it's eyes went black. Steele Mane charged at it and struck it at where the large x he made on the beast met, causing it to fall into four pieces.

Steele Mane and Rarity landed a few feet away from where the robot now lay. Rarity felt relief that that ordeal was over and retracted her weapons. "Good heavens, thank goodness that thing is down, what was that?"

Steele Mane answered. "That was a juggernaut, one of Malcom's tougher robots. Unfortunately, he has others like this one, other's that may be more difficult to deal with."

Rarity got worried at this statement. "Well, what good are my weapons if I can't even harm that thing?"

Steele Mane had a thought on that. "I think I was in a bit of a rush to finish yours, it was the last one I was working on, perhaps I need to recalibrate it. Could you turn around please?"

Rarity was a little confused at his request. "Um, all right, what are you going to do?"

"I'm going to see if I can boost your weapons power." Rarity then turned around so her right side was facing Steele Mane. He opened a panel on his chest and produced a metal cable, he snaked it to the back of Rarity's suit where another panel opened up to reveal a hole for the cable to connect to. He hooked himself up to Rarity's suit and began to scan it. "Let's see here, aha, there's the problem, one moment, calibrating, and….done. There you go, you're all set." Steele Mane then retracted his cable and the panel on Rarity's suit closed.

Rarity then turned to Steele. "So, what did you do, will my weapons work better now?"

Steele Mane gave her a smile as he responded. "You bet, sorry about that, it was kind of my fault that your weapons didn't work on that thing, I was in a bit of a rush on it."

Rarity just smiled back. "That's quit all right dear, it all worked out in the end."

"What in tarnation happened here?" Applejack had returned from her farm to help out in Ponyville when she came upon the scene of the giant robot now in four pieces.

Steele Mane came forward to explain. "This giant robot is called a juggernaut, it's one of Malcom's stronger robots. He does have others like this one."

"Well that can't be good, but it looks like ya'll didn't have any trouble dealin with it."

"No, I was able to destroy it easily. Anyway, how is your family, is every pony safe at your farm?"

"Darn tootin, thanks ta this here suit ya'll made fer me, I wa able ta take care o things and show them metal varmints who's boss."

Steele Mane smiled at the news. "I am glad to hear it, I will contact the others and see how they are doing. Twilight, how are things on your end? Have you cleared out all the robots in your section?"

Twilight responded over the communicator. "Sure did, me and Fluttershy just cleared out the last of them."

"Glad to hear it, Pinkie, what about you?"

Pinkie answered. "All clear on this end, those meanie bots are scrap."

"Rainbow Dash, what about you?"

Rainbow then came in. "All clear here, those drones don't know what hit em'."

"All right then, Applejack just got back from her farm, her family is safe, I'm also with Rarity, let's all meet back at the center of town to regroup." Steele Mane led Rarity and Applejack back to the center of town to meet up with the others. With the battle in Ponyville now over, the ponies that were hiding in their houses saw it was now safe to come out.

The group met up in front of Ponyville town hall to think of their next move. Steele Mane spoke up first. "I'm glad to see you all safe, looks like your combat armor worked out better than I hoped."

Rainbow Dash agreed. "Hay yeah it did, those bots didn't stand a chance."

Twilight then asked, "So what do we do now, I'm sure we should inform Celestia about this."

Before he could answer, they all heard what sounded like heavy footsteps coming their way, they turned around and it was another juggernaut. It stomped closer and all the ponies that came out went back into their houses. Rainbow just smiled. "I got this." She stepped forward and brought out her lightning cannon, ready to blast the beast. But before she could, a large metal hammer came crashing down on its head, smashing it and sending a large surge of electricity through its body. The giant robots arms blew off and the beast collapsed backwards.

The group watched as the hammer levitated back to its weilder. Nightshade Smoke flew over the downed robot and made his way to the group. Rainbow was disappointed that she didn't get to blast the bot herself. "Hey, I was about to do that!"

Nightshade Smoke just looked at her and eyed her getup, then noticed the others as well. Twilight came forward to address him. "Nightshade Smoke, what are you doing here?"

Nightshade eyed her for a moment before responding. "Twilight, what are you wearing, what are all of you wearing? What is going on here?"

Twilight began to explain. "Well, you see, these things are called combat suits, our new friend Steele Mane made them for us so we could fight these robots that attacked Ponyville."

Nightshade then perked up when he heard Steele Mane. "Wait, Steele Mane? Celestia sent me to find him, I am to follow him since he is somehow the one that knows what's going on here. Where is he?" The girls then stepped aside to let Steele Mane meet Nightshade Smoke.

Twilight did introductions. "Nightshade Smoke, this is Steele Mane. Steele Mane, this is Nightshade Smoke, he was originally sent her from a country called the fringe to assassinate Celestia, but in his travels, he learned how kind and wonderful she is, so when he got here, he pledged his loyalty to her."

Steele Mane said his greetings. "It is nice to meet you Nightshade Smoke."

Nightshade Smoke looked at him curiously. "But, he looks just like one of those things, why is he helping you Twilight?"

Twilight gave a sheepish grin. "Well, it's kind of a long story."

"A story I would like to hear." A voice out of nowhere responded. The girls, Nightshade Smoke and Steele Mane looked around for the voice. Rainbow Dash was the first to find it. "Up there on the roof of the town hall." The group looked up and, on the roof of town hall, was a pony with a dark grey coat with patches of light grey.

The figure jumped down in front of them. This figure looked so menacing, even Pinkie couldn't find it in herself to greet him. Nightshade smoke was the one to ask this new figure for an identity. "Who are you?"

The pony responded. "My name is Chaos Control, I am a powerful pony who's job it is to keep the balance of order in the world. Obviously, these things that appeared are the cause for the balance to be out of whack, which is why I am here. I was listening in on your conversation with the princesses and heard that this Steele Mane can enlighten us on what is going on here."

Nightshade Smoke didn't believe him. "Oh really, and you expect me to believe that an earth pony can help in a fight against these metal monsters? Sorry, but I don't buy it."

Chaos Control responded. "Believe what you will, but the fact of the matter remains, I will do what I can to fight these things. Like it or now, I will be joining the fight."

"I'd like to help too,…if that's all right." Another voice from nowhere came out. This time it was from the shadow of a nearby ally way. The group all looked to the source, a Pegasus with a chain around his hoof and a blade at the end emerged from the shadow.

Nightshade Smoke asked this one for an identity too. "And who are you?"

"My name is Cameron, I want to help because my home, Cloudsdale, has fallen under the control of these monsters."

Rainbow became panicked at this. "WHAT, NO, not cloudsdale, we gotta go save it!"

Nightshade Smoke spoke to try and calm her down. "Easy Rainbow Dash, I know how you feel, but there are still questions that need answering. Like how do we know this pony isn't one of them, look at his face, those eyes look similar to those things."

Cameron got a little upset about this and tried to defend himself. "I'm, not one of them, I swear, my eyes are the result of a magic accident that I was involved in while trying to help a unicorn mare friend of mine, a spell she was trying imploded and made my eyes like this, part of my brain is also cybernetic like my eyes. I swear I am not working with them."

Nightshade Smoke continued with his questions. " Well all right, but I'm keeping an eye on you, are you even any good with that weapon you have?"

Cameron was very nervous with every ponies attention on him. "Well…yes….I am also good at being stealthy and quiet. I was able to take out a few of the robots at Cloudsdale, but there was just too many of them, I was sure to be found out sooner or later, so I left to see the princesses to see if they could help. I was there when you were talking with them too. So I followed you here to see this Steele Mane for myself as well, hoping he could help."

Nightshade Smoke spoke again. "All right then. Now Twilight, about your friend here that seems to have attracted so much attention, would you mind explaining where he came from, how it is he know what's going on, and what in the name of Equestria you all are wearing."

Twilight began. "You may want to take a seat, it's kind of a long story." And so Twilight told the newcomers of how Steele Mane came here and how he knows what was happening.

Back up on the space ship, Malcom was on the bridge watching as his drones worked. "D-17, give me a progress report, do I have control of all the cities in Equestria?"

The drone to his left responded. "Negative sir, two cities are still free, the droids sent to attack to Canterlot and Ponyville were all destroyed."

This made Malcom angry. "WHAT, WHAT HAPPENED HOW DID THOSE STUPID DROIDS NOT MANAGE TO TAKE OVER SOME STUPID TOWNS FULL OF WEAK LITTLE PONIES!"

"Reports indicate that in Canterlot, there were three ponies known as alicorns defending the city, and in Ponyville, reports indicat that six other ponies wearing strange armor were protecting the town next to Alpha-1."

This made him angrier, but he spoke through gritted teeth. "Alpha-1, that robot is starting to be a real thorn in my side. I'll bet it was his stupid friends fighting with him in some new suits he made for them. I swear I will turn that defective hunk of junk into scrap if it's the last thing I do. Is the test subject ready for deployment yet."

"Almost sir, a few more adjustments and it will be ready to go."

This made him a little less upset but he still spoke with some anger in his voice. "I just know those stupid ponies and that hunk of scrap is going to try and free the towns I took over. I will send my little surprise to them at the first town they come to."

Back in Ponyville, Twilight had just finished telling the new ponies about Steele Mane. "And that's what is going on. Steele Mane is defecting against his creator for his friends and he made us these battle suits so we could fight."

Nightshade Smoke had heard enough. "I see, well, that is an interesting story, I still find it hard to believe that a magic accident gave a machine like him emotions, but the evidence speaks for itself. So Steele Mane, according to princess Celestia, I am at your command. I am to aid you and help you fight off this menace."

Steele Mane gave his thanks. "I am most grateful for your assistance. I am not sure how good of a leader I will be though, but I will try my best."

Chaos Control came forward as well. "You can count on me to help as well, it is my job to keep the balance in this world, and these robots are really messing it up."

Then Cameron spoke up. "I don't know how much help I'll be, but I would like to help and promise to do my best as well."

Steele Mane was amazed by all this support he was getting. "I don't know what to say, I am truly grateful for all your support and belief in me. I swear I will do my best as well to help save this world and stop Malcom. Now I believe it would be prudent to first try and free the closet town from Maclom's control."

Twilight spoke up with the answer. "That would be Appleloosa. I say we rest up first though and get ready to head out tomorrow."

Steele Mane agreed. "Indeed. Malcom's drones were all using their stun blasters instead of lasers, which means he intends on turning all the ponies into slaves. The Appleloosa ponies will be fine until we can get there tomorrow."

Nightshade Smoke spoke up again. "Then it's settled, tomorrow, we head to Appleloosa and save the ponies there first."

And so, a band of heroes has been formed to save Equestria. Let's just hope they can handle whatever this special project Malcom has in store won't be too difficult.

**AN: All right, time to give credit for the OC's used in this story. First, Nightshade Smoke was submitted by on . Cameron was submitted by Dragon outcast on . Chaos Control was submitted by chaotic pony on . Hope your enjoying the story so far.**


	6. Appleloosa Adventure

**Rise of The Robopony**

**Chapter 6: Appleloosa Adventure**

After the three new ponies agreed to follow Steele Mane and help him and the mane 6 fight off Malcom's robots and save Equestria, the girls deactivated their armor and began to help the citizens of Ponyville with the cleanup. Steele Mane knew what to do with the destroyed robots. "Every pony, please bring the robots to my shed, I will deal with the parts and such there. Also, Nightshade Smoke, Cameron, Chaos Control, if you like, I would be capable of making you combat suits as well. If we end up attacking Maclom in his ship, you will need the space flight capabilities the suit provides at least, as well as the homing and communication functions that will prove to be most useful."

Nightshade Smoke spoke up. "I suppose I will take one of those, but I don't need any special weapons in them like what you gave Twilight. I'm just fine with my hammer."

Steele Mane turned to Cameron. "Do you have a special request for your suit, if you want one that is."

"Well, I really prefer a silent approach than a direct one like the rest of you, so as long as I can still be able to move quietly, I suppose I will take one."

"I see, I believe I can make yours with an invisibility function. You could act as a scout before we launch an attack against the droids and help us come up with a strategy before hoof."

"Well, I guess I could do that. All right, you can count on me."

Steele Mane then turned to Chaos Control, He had to look up at Chaos as he was as tall as Nightshade smoke and very buff looking. "And what about you, would you like one as well?"

"I suppose that would come in handy, there is a limit to my power after all, but nothing special, just the wings, locator, and communicator will do."

"All right then, I will have your suits ready in a few hours."

Twilight got curious at his statement. "Hold on, Steele Mane, how come it took you three days to make our suits, but you can make three suits for them in just a few hours?"

"Sorry Twilight, you see, all I had to work with were gemstones, I had to alter their molecular structure through a complicated process to turn them into what was needed. Now that we have all these destroyed robots, I can use what they are made of to make suits, it is merely a matter of reshaping and rewiring the circuits and wires."

Twilight was satisfied with that answer as she continued to help move the bots to Steele Mane's shed. Steele Mane had to help move the destroyed juggernaut bots as they were too big and heavy to move, Nightshade Smoke added his magic of levitation to Steele Mane's tractor beam function to help as well. Once the bots were all gathered at Steele Mane's hut, he began to disassemble some of the bots, taking the wires and circuits and reshaping their metal bodies as he stood in front of the pile of destroyed droids. In a matter of hours, three new necklaces for Nightshade Smoke, Cameron, and Chaos control were finished as the sun was setting. The three had already left to stay with one of the others for the night so Steele Mane would give them their suits tomorrow.

Applejack offered Chaos Control a room at her farm, Cameron went to stay with Rainbow Dash, and Nightshade Smoke went to stay with Pinkie Pie. Steele Mane went into his hut to set the necklaces down on a table in his hut. He came back out and just sat there in front of his hut to look at the night sky, the moon was full, the stars were shining brightly, and there was only a few clouds hanging in the sky as the wind blew the trees.

Twilight was in her room about to go to bed when she saw Steele Mane outside. "Steele Mane?" She said to herself. When she saw him, he looked sad. She went down stairs and came out to talk to him.

As she approached, she noticed the light blue glow coming from his solar energy collectors. "Steele Mane, is something wrong?" She asked carefully.

Steele Mane never looked at her as he answered. "Just enjoying the night sky, it's so beautiful tonight. Another thing about having emotions is that you're able to appreciate the beauty of things around you."

Twilight looked up at the sky with him. "I know, it is beautiful, isn't it? I think Luna did this to try and raise the spirits of every pony in Equestria."

"I just wish I could have appreciated them when I was among them."

Twilight looked to Steele again. "What do you mean?"

Steele Mane just kept looking up as he answered. "I traveled among the stars with Malcom for a long time Twilight, at the time, I was just some mindless machine, part of my programming said to be of assistance to him, that part of my programming was destroyed by that lightning bolt that caused my amnesia. At the time I was traveling, I saw so many wonderful things in the galaxy, I was never able to fully appreciate them then. Now all I can do is remember them. You know there are some planets with more than one moon, it is quite a site."

Twilight was amazed at his statement. "Really, I sure wish I could see that. But, why do you seem so sad Steele Mane?"

"As I said, the only way to stop Malcom is to destroy him, I know you don't like that idea, but it is the only way, and because of that, his ship must be destroyed as well. With that gone, I will be stuck here, not that that's a bad thing. It's just…what am I supposed to do once that is done?"

Twilight was starting to get a little worried for Steele Mane. "What do you mean what are you supposed to do once it's done?"

"I chose a new purpose for myself, that purpose is to stop Malcom and protect this world from him, once that is done, what do I do from there, I just don't see a place for myself on this world."

"Of course you have a place here Steele, your purpose isn't to stop Malcom or protect our world, your purpose is to be a friend, a friend is always needed, that is what your real purpose is."

Steele Mane was starting to get real upset as he spoke next. "You just don't get it Twilight, I am a machine, I have emotions, but that is all, because of these emotions, I am able to appreciate the beauty of this world but that's all! I am pretty much numb to the world Twilight, I can't feel you when you hug me, I can't cry when I'm sad, I can't enjoy food, I can't swim without short circuiting, I can't feel the grass under my metal hooves or the wind blowing, I am basically just numb to the world! I am not alive like you Twilight!"

Twilight was really starting to feel sad for Steele Mane. "Steele, I'm so sorry, I had no idea this is how you felt. Maybe Celestai could-"

Steele Mane cut her off. "Celestia can't make me a real pony Twilight, from what I've learned in your books about magic, it is capable of many wonderful things, but for such major changes to occur through magic, a great deal is required, and I doudt Celestia could do anything for me!" He paused a moment. "I'm sorry Twilight, I didn't mean to yell at you, It's just that…never mind, I'll see you in the morning." Steele Mane then just turned around and headed into his shed to power down for the night.

Twilight watched her friend leave with a somber look on her face. She spoke quietly to herself. "Oh Steele, I wish there was something I could do to help." She then made her way back into her house and went to bed.

Morning came and every pony met up in front of Steele Manes hut. He came out with the three new necklaces for Chaos, Cameron, and Nightshade. "Here you go, your new combat suits are ready, and as promised, Cameron, your suit has an invisibility function."

Cameron took his suit in its necklace form and gave his thanks. "Thanks Steele Mane, I'll be sure to make good use of it."

Nightshade Smoke gave his thanks as well. "Yeah, these should come in real handy."

Rainbow Dash then spoke up. "So what's the plan? We gonna go to Appleloosa and smash some bots or what?"

Steele Mane answered. "Before we do, there is something I should check, one moment please." Steele Mane turned to the pile of robots and levitated one of them that still had a head, he brought it in front of himself, turned it around, opened a panel on the back, and brought out his cable from his chest. He hooked into the robot and began scanning it for information. "So that is what he's doing, I was afraid of this."

Nightshade Smoke spoke up. "What is it, what are you doing there?"

Steele Mane retracted his cable from the bot and tossed it back into the pile. "It seems Malcom is already trying to start his mining operations for the gemstones on this world. The pegasai he took from Cloudsdale have all been sent to different mining operations across Equestria. Before we go, there is something I would like to do, it will only take a second." Steele Mane then turned back to the pile of bots, his horn started to glow white, and in a quick flash, the pile disappeared from view.

Twilight came forward to ask Steele mane what he did. "Steele Mane, where did you send them?"

Steele Mane answered with a grin. "Just a little message to Malcom, I sent the robots back to his ship, I would sure like to see the look on his face right about now."

Back up on Malcom's ship, he was on the bridge with a very displeased look on his face. His arms were down on his side with his fists clenched, and his right eye was twitching. "That lousy stupid scrap metal dares to taunt me like this, I swear I will take him apart piece by piece and turn him into a pencil sharpener." Instead of seeing a view of the planet on his screen, his view was obscured by a bunch of destroyed robots floating around in front of his ship.

"Wait, you had a way to get us to the ship this whole time and you didn't tell us? What the hay is wrong with you?" Chaos Control was a little confused as to why Steele Mane never bothered to tell them that he had a direct way to get to Maclom's ship.

Steele Mane began to explain his reasons. "Look, it wouldn't have mattered, I could've only teleported myself or other non-organic life forms to the ship, that was what I meant when I told Twilight and the others about my teleporting abilities. And by doing what I just did, Malcom will certainly cut off my connection with the ship so I won't be able to teleport there."

Twilight cut in. "Look, there's really nothing we can do about it, so I say we just let it go and get to Appleloosa." The group nodded in agreement.

Steele Mane then spoke up. "I believe we should fly there, it will be much faster that way."

They all then activated their suits. Nightshade Smoke's armor coloring had brown on the base of his hooves and around his joints. Cameron's suit had black, and Chaos control had grey. With every pony ready to go, they took to the air and made for Appleloosa to free the ponies there, with Steele Mane leading the way.

As they flew, Twilight decided to try and talk to Steele. She came up next to him and spoke. "Steele Mane, about what you said last night,"

Steele Mane cut her off. "I'm sorry for yelling at you like I did, I just need to accept the fact that I am what I am and nothing can change that, that doesn't change the fact that I will do what is necessary to stop Malcom though. I am glad to have friends like you and the others, can you forgive me for my behavior last night?" Steele Mane looked at her as he asked.

Twilight smiled as she responded. "Of course Steele Mane, that's what friends do."

It wasn't long before the group arrived at Appleloosa, they all stopped a few miles away from the town so they could first figure out what to do before they attacked. Steele Mane addressed the group. "All right, Cameron, I believe now would be a good time for you to start your role as our scout, go up there with your invisibility active and scout out the area to see how many enemies we are dealing with. Can you do it?"

Cameron answered with nervousness evident in his voice. "I guess so, I'll do my best and be back as soon as I can." Cameron's suit then enveloped the rest of his body covering his muzzle, the rest of his head, and his mane and tail, then he disappeared. Cameron flew up and over towards the town, when he got there, the town seemed totally deserted, not a single pony or bot was seen. "That's weird, where is every pony, and where are the robots?" He thought to himself. He was about to turn around and head back to the group when something in the distance was shining and caught his attention.

Cameron made his way in the direction of what it was that was reflecting the sunlight. A bit of a ways away from the town, Cameron found a large metal structure with a large opening in the front near a cliff. Ponies were pulling carts full of gems out and dumping them in front of what looked like a large metal rectangular shaped object, and bringing the empty carts back inside. There were robots all over the place guarding it. Some were in the air while some were on the ground, all with their lasers at the ready should some pony be foolish enough to try and escape. The worst of it was that there were four large juggernaut bots around the area.

Cameron thought he had seen enough and decided to go back and inform the others what he saw. He flew back to the group and landed nearby, deactivated his cloaking and began to speak. "There's some sort of large metal building a ways away from the town, it looks like the ponies are all being used to haul carts full of gems to some rectangular metal thing, not sure what it is."

Steele Mane spoke. "I'll bet it's a transport ship, a way to get the gemstones up to Malcom. What else did you see?"

"It looked like probably at least 100 or so robots and four juggernauts. I think we're in for a real fight."

Rainbow Dash Spoke up. "That's all, man this will be easy, I say we charge in there and rip em' apart."

Steele Mane disagreed. "Not a good idea, we need a strategy, I may have been able to deal with the last juggernaut easily, but Malcom will have most likely found a way to strengthen them."

Applejack then spoke up. "Well, we'd better come up with somthun fast cause my cousin Brauburn will be down there. We just gotta rescue him and all the ponies."

"Don't worry Applejack, we'll rescue them, that is why we're here after all. Now then, Nightshade Smoke, can you create some kind of earthquake with your hammer?"

Nightshade Smoke levitated his hammer off his back and brought it forward. "I think so, I never really tried before, why?"

"If we get a bunch of the robots on the ground to charge at us, you use your hammer to make an earthquake to cause them to stumble. Pinkie, that will be your cue to fire a round at an angle to where your shot will go up and land at the center of the group, then that will be every ponies cue to let loose on the bots that go flying in the air. Fluttershy, just like last time, you will take up a position away from the fight and pick off targets with your sniper laser. Cameron, you can use your stealth to sneak around the battle field unnoticed and deal with enemies in whatever way you see fit."

Rarity then had a thought. "What about those horrid giant robots, I doudt they will be easily stumbled."

"I think they will be a little easy to deal with if Fluttershy can take out their eyes."

Fluttershy got nervous at that state ment. "Oh, I don't know, are you sure I can, I don't know if I can."

"Don't worry fluttershy, their eyes are bigger than a bots head and you were an excellent shot hitting the bots in the head at Ponyville."

"You think so, well, all right, I try my best."

Steele Mane gave Fluttershy a comforting smile. "I know you can do it."

With a plan set, the group made their way through the town to the location where the Ponies were being held. They came to a hill overlooking the scene. Steele Mane spoke to Fluttershy first. "Ok Fluttershy, this spot will give you a good vantage point, just stay here and try to shoot out the eyes of the juggernauts first. Now we just need to lure the robots away from the ponies so we can engage them. I'll take care of that. Wait at the bottom of the hill and when I say so, Nightshade Smoke will make the first move with his hammer."

The group then made their way to the bottom of the hill, leaving Fluttershy behind while Steele Mane took off flying to get the robots attention. "HEY, BOLT BRAINS, LOOKIN FOR ME, I'M OVER HERE, COME AND GET ME." He shouted at the area and every bot all turned their attention to Steele Mane. The ponies stopped hauling the carts to look at the scene before them.

One of the robots in the air spoke. "Alpha-1 sighted, destroy target." The robots all left the ponies alone and started to follow Steele Mane just like he planned. As he was flying he took out his lasers and decided to try and thin the flying ones out a bit. He started blasting them while they kept shooting at him. He weaved and dodged the blasts while managing to take out a few of the flying robots in the air. He got closer and closer to the group with all the robots behind him and the juggernauts at the back of the group.

Steele Mane started to contact his allies. "Fluttershy, start taking shots at the juggernauts eyes, Nightshade Smoke, get your hammer ready, the party is about to begin."

Fluttershy brought out her sniper laser and prepared herself. "Ok, you can do this Fluttershy." She said to herself. She took aim at the center left juggernaut's left eye and took a shot. Bulls eye. "Oh my gosh, I did it." Fluttershy was amazed at herself.

The juggernaut at center left was charging with the others behind the pack of bots when suddenly, its left eye went out. It reared up and roared as if in pain, it came back down and started to charge again, suddenly its other eye went out, the robot held one of its hands over its eyes and began to stumble around.

Back at the group, they saw one of the juggernauts eyes get shot out as they prepared for the fight, they saw Steele Mane fly towards them with a large pack of robots on his tail. "Nightshade, now!" Steele Mane called over the com system.

Nightshade Smoke raised his hammer and brought it down hard on the ground as hard as he could to create an earthquake, he succeeded as the ground began to crack and electricity was visibly surging through the ground to the hoard of bots. Just like Steele Mane predicted they started to stumble and unable to move forward. Steele Mane managed to rejoin the group. Pinkie then quickly came forward and fired her bazooka at an angle, firing a large ball of pink energy into the crowd.

It landed at the center of the crowd and a large number of the robots went flying into the air. "NOW, open fire!" Steele Mane called out to all and they let loose a barrage of energy weapons at the air born enemies.

While this started, Fluttershy managed to blind two other Juggernauts leaving one left, the other three were stumbling around trying to smash something, on occasion they would hit and smash into each other, causing them to also stomp on a few of the robots in the back of the pack. Fluttershy was feeling more confident now since she managed to blind three juggernauts, she focused her scope on the last juggernaut as it started closing in, aimed for its eyes and, *PEW* *PEW* took out both its eyes. With all four juggernauts now blinded Fluttershy was free to help shoot at the other bots on the ground or in the air that her friends were fighting.

Twilight fired her EMP blasters at the group of bots on the ground to thin them out, Steele Mane did the same. Rainbow Dash managed to blast at least five bots that were helplessly flying through the air and ten more that were already flying, Pinkie was also shooting her bazooka at a few robots at the ground to send more through the air while at the same time destroying those that got hit with the blast. Rarity managed to take out twelve, Chaos Control used his chaos energy arrows to blast eleven of them .

Rainbow Dash then took to flight to try and deal with the flying bots, she got their attention with a taunt. "Hey, bucket heads, bet ya can't hit me." She stuck her tongue out and shook it about at them. This got their attention as they started to fly after her. They blasted their lasers at her but she was just too agile for them to hit. To insult them more, she started to fly backwards and started shooting at them with her thunder cannon. They actually managed to dodge a few of her shots but she didn't give up, she fired and fired and managed to hit a few successfully.

Back on the ground, the robots were starting to recover from the earth quake, Nightshade Smoke charged at them with his hammer at the ready, Applejack behind him with her electro tentacles out. Cameron activated his camo suit to make himself invisible. Pinkie and rarity decided to take to the sky as well to deal with the flyers. Chaos control took it on himself to make his way to the back of the robots pack to try and start working on one of the juggernauts, since they were now blind, thanks to Fluttershy, they wouldn't be too difficult.

Nightshade Smoke swung his hammer to the side, sending three bots flying through the air, Applejack used her tentacles to grab them midflight and slammed them to the ground, then sent a surge of electricity through them for good measure. Cameron was silently making his way through the battle field unseen to do whatever damage he could, unseen to the robots, Cameron swung his chain blade above his head and hurled it at a robot, embedding the blade in its head. Cameron pulled on the chain and dislodged the bot's head from the rest of its body. He went up to another one and brought his blade down on it, slicing it clean in half, then slashed at another one through the midsection of its body.

Rarity and Pinkie were flying through the air, blasting at a few of the bots that were chasing them, Rarity rapidly fired a few rounds at the group following them and managed to slice a few of them up with her energy stars. Pinkie was blasting at a few as well, because of the power of her weapon, whenever she made a direct hit, any bot close enough would also get destroyed or thrown off balance, making them easy prey for Rarity.

Twilight and Steele Mane were Working together to take care of the bots around them, with all the chaos of the battle, the group had separated and were all over the place trying to win this fight. Twilight and Steele were back to back, blasting the bots around them, Twilight was blasting away with her guns, shutting down every bot that got hit with her weapons, Steele was shooting his lasers in rapid fire at the bots in front of him as well as trying to shoot down the bots in the air.

Fluttershy was doing a great job in her role as a sniper, every shot she took, she hit a bot in the head, she was even managing to pick off the ones in the air.

Nightshade Smoke and Applejack were working together as well, he was using his hammer to smash the bots and on occasion send them flying where Applejack would lasso a few and shock them into exploding.

Chaos Control had taken to the air to reach the juggernauts, he came up on the first one and started to try and blast it with his energy arrow heads, they would stick to its body and explode, making a hole with each hit, but it still kept moving, the other three were still stumbling around and kept knocking into each other, causing them to fall over as they couldn't see. Chaos kept flying around as he kept blasting the juggernaut until finally he managed to deal enough damage that the bot just slumped down and collapsed.

After a while of the fighting, Pinkie, Rarity, and Rainbow Dash managed to clear out all the air born bots, so then they turned their attention to the ones on the ground, there wasn't that many left though, as the group was proving to be quit formidable against the onslaught. Rainbow dash soared over the field firing her thunder cannon at bots that weren't being attacked, acting as a thunder cloud and striking them down.

Rarity went to act as air support for Twilight and Steele, While Pinkie decided to go help Chaos with his fight against the juggernauts.

Nightshade smoke raised his hammer about to smash another bot when suddenly its head exploded, he paused and realized that Fluttershy took a shot at it. He heard her over the com. "Oh, I'm sorry Nightshade Smoke, were you about to do that, I'm sorry."

Nightshade smiled and responded back. "It's fine Fluttershy, it's not like were having a competition to see who can smash the most bots."

Cameron was still sticking to his sneak attack tactics, the bots didn't know what hit them as they seemed to frantically search for the invisible pegasus that was destroying them. He slashed another clean in half, he flung his blade across the field into the chest of another bot and pulled it back as the robot fell to the ground.

Pinkie and Chaos were zipping around the juggernauts as they flailed their arms about trying to strike their assailants, only succeeding in hitting air or each other. Pinkie was blasting with her bazooka, leaving big holes in their bodies, Chaos was doing just as well with his energy arrows. It was only a matter of time before the juggernauts started to fall one by one.

The battle waged for some time before finally, the last of the bots were destroyed. The group met back up to rest and make their way to free the other ponies. Rainbow Dash had a blast and had to let them know. "YAHOO, that was fun, I can't wait for the next assault, those bolt brains didn't know what hit em'."

Pinkie agreed. "I'll say, we were all pew pew, and they were all boom pow."

Nightshade Smoke came forward. "I must say, that plan of attack at the start was a good idea to thin them out a bit, and having Fluttershy blind the juggernauts was brilliant, we probably would have been in trouble if she hadn't disabled them like that. Nice shooting Fluttershy."

Fluttershy hid behind her mane and felt a little embarrassed that she was getting such praise. "Oh, um, well, it was nothing really."

As she said that , they all heard a kind of clapping claping sound coming from behind them, they all turned to see its source. "Bravo, bravo, well done, you managed to take out one of my forces and four juggernauts. That was quite a feat." It was Malcom, he was standing before them claping his hands, giving them a fake congradulations.

Steele Mane took on a serious look and glared at his former master. "Malcom, what are you doing here? You do realize we have you outnumbered here." Steele Mane brought out his lasers, the others followed suit, ready to blast him.

Malcom began to speak with all the sarcasm in the world. "Oh no, whatever will I do, there's ten of you and only one of me, or is there." He dropped the sarcasm at the last words. "If you shoot me, you may end up hitting her." He then stepped aside and revealed a pony standing behind him. It was Trixie.

Twilight recognized her immediately. "Trixie, what are you doing her, and why are you with him?!"

Malcom spoke again. "Oh, so sorry, but she only responds to me, you see, a while ago, I sent some of my hunter drones to find me a unicorn so I could do some studying on magic, unfortunately I wasn't able to learn much, but I did get something interesting out of studying it. So you know this unicorn do you? That will make this all the sweeter. You see this metal headband on her?"

Steele Mane seemed to recognize it. "YOU MONSTER, THAT TECHNOLOGY WAS BANNED AGES AGO, WHAT ARE YOU DOING WITH IT!"

The group looked at Steele with curiosity. Rainbow asked Steele about it. "What is that Steele Mane, what do you mean banned?"

Malcom spoke up before Steele Mane could answer. "Go ahead Alpha-1, tell them all about this little device this unicorn is sporting."

Steele Mane began to explain with malice in his voice. "That headband is a kind of mind control device. Anyone who wears it is a slave to the one who put it on them. They have no choice but to do what they're told,…like a mindless robot."

The girls all let out a collective gasp. Rarity spoke up. "You heartless man, how could you?"

Twilight then spoke up. "Let her go Malcom!"

Malcom answered back. "Now why would I want to do that? She is quit cute, if she succeeds in destroying you, I might just keep her as a pet. You will be surprised that she isn't as weak as she was when you first knew her. Thanks to the tests I put her through, her magical abilities really grew. So, I will just leave you all to play while I watch from the comfort of my ship, have fun kiddies. Trixie, destroy them."

Trixie responded in a monotone voice. "Yes master." With that, Malcom was gone.

Chaos Control stepped forward. "I'll handle this."

Twilight stepped in front of him to stop him. "Wait, you can't just kill her."

"Why not, she's working with Malcom."

Steele Mane then came forward. "It isn't her fault, that thing on her head has turned her into Malcom's mindless puppet, we have to find some way to get it off of her. Twilight, try and use your EMP blasters on it."

Twilight tried to object. "But wouldn't that hurt Trixie?"

"No, it only affects mechanical devices. Trixie won't feel a thing."

"All right, I'll try." Twilight then brought out her blasters and took aim at the metal headband on Trixie's head. She fired, and , just before it hit Trixie, she produced a magic shield that stopped the blast. Twilight got worried. "Uh oh, what now? She can block it."

Steele Mane tried to come up with something quick. "We can't use any power full weapons. Nightshade Smoke, Pinkie, Chaos, Rainbow Dash, your weapons are too powerful to use on her, we need to find some way to stop her without hurting her too bad."

Before they could come up with anything, Trixie started to blast at them with her magic bolts. They were definitely strong, the group had to split up and find places to hide so they could come up with a plan to save her without hurting her. Rainbow Dash and Fluttershy hid behind the roof of a nearby building while Twilight, Cameron, Steele Mane, Applejack, and Nightshade Smoke ducked into a nearby ally while Rarity, Pinkie Pie, and Chaos Control ducked into an ally on the other side of the road.

Steele Mane opened communications so every pony could hear one another to come up with a plan. "Cameron, do you think you can sneak up behind her and try to destroy that thing on her head?"

Cameron was a little uneasy that he was put on the spot. "Well, I guess I could try."

"Twilight, what can you tell me about Trixie?"

Twilight wasn't sure why Steele was asking her this, but she answered anyway. "Well, she's very pride full and full of herself, she thinks she's the greatest unicorn in all of Equestria."

Steele Mane Then got another idea. "Rainbow Dash, can you try and distract her to give Cameron a better Chance of sneaking up on her?"

Rainbow Dash responded back. "Hah are you kidding, sure thing."

Before they could enact their plan, Trixie found where Steele mane and the group were hiding. "Must destroy." She said. She then concentrated a powerful amount of magic in her horn and readied to fire. The group got up and ran out of there just as the blast hit where they were, resulting in a loud boom that kicked up a lot of dust.

Nightshade Smoke spoke up as they ran in the opposite direction and around to the back of the buildings. "This is ridiculous, I could take her out easily."

Twilight objected. "Nightshade Smoke, it's not her fault she's doing this remember, we can't hurt her."

Nightshade Smoke answered back with a growl. "Fine, I just don't like the idea of running away like this."

Steele Mane thought now would be a good time to enact his plan. "Don't worry Nightshade Smoke, this plan is sure to work. Rainbow Dash, do your thing and try to hit her where it really hurts, her pide. Cameron, you go invisible and sneak up on her while Rainbow Dash has her distracted."

"I'm on it." Cameron's suit then completely enveloped his body and disappeared again.

Rainbow Dash went to work to get Trixie's attention. "Hey, miss magic pants, bet ya can't hit me!" She then gave Trixie a raspberry.

This seemed to get her attention as she turned to Rainbow and spoke up. "Must destroy." She started firing magic bolts at Rainbow as she dodged and avoided each shot she took.

Rainbow taunted her more. "What's the matter, can't ya even hit the broad side of a barn, You're not so great and powerful."

Trixie seemed to take on an angry look on her face after Rainbow Dash said that.

Meanwhile, Cameron was making his way behind Trixie while she was focused on Rainbow Dash. He slowly moved closer, raised his blade and swung it down, it sliced right through the metal head band and it fell to the ground. Trixie stopped her assault as soon as the band was gone and came to her senses. "Huh, wha, oh my head, what happened, I don't feel too good." She wobbled in place and collapsed to the ground.

The group finally got back together and gathered around the unicorn. Twilight asked in worry. "Will she be allright?"

Steele Mane answered. "She'll be fine, she's going to have a bit of a headache but she'll be all right."

Twilight felt relief at the answer. "That's good, she may be a pain, but no pony should have to go through that."

Chaos Control was getting impatient. "Can we get on with this and free the other ponies now?"

Steele Mane agreed. "Yes, let's go free the others. We may have to take Trixie with us to make sure she will be ok."

Applejack was happy that she would finally get to help her cousin. "Well all right then, let's get to it." The group was finally free to go and help the other ponies of Appleloosa.

Back up with Malcom. He was not pleased that his little experiment didn't go as planned. "RRRRRRRRR, That stupid unicorn was useless, those exercises I had her doing were completely pointless! I'll just have to come up with something else. It is going to take me a while to go through the data I gathered on magic while having that lousy unicorn here." Malcom went to a room on the side of the bridge, it was a small room with a metal desk and a small computer built into it. He started to look over all the information he gathered from Trixie hoping to find something.


	7. Manehatten Madness

**Rise of The Robopony**

**Chapter 7: Manehatten Madness**

With Appleloosa freed and Trixie no longer under Malcom's control, the group headed back to Ponyville to come up with their next move, Steele Mane was carrying Trixie on his back as they flew, she was still unconscious. Malcom was up in his ship pouring over the data he gathered about magic when he had Trixie on his ship, hoping to find something useful to him. He looked and looked, suddenly, he came across something that gave him an evil brilliant idea, he put on the biggest smile he could as he thought of how to make use of the data he just came across. He left his room to pass out orders to his drones so he could begin his plan. One he felt was sure to win him the day.

The group just got back to Ponyville and gathered at the center of town to think. Steele Mane still had Trixie on his back. "I'll take Trixie to the hospital, she can recover there. I will be back momentarily."

Rarity spoke up. "All right dear, try not to be too long."

Once Steele Mane was gone, Rainbow Dash spoke up. "So, what's our next move? How are we gonna stick it to Malcom this time?"

Twilight then spoke up. "I think we should wait for Steele Mane to get back before we come up with what to do next."

Nightshade Smoke agreed. "Yea, besides, he is kind of our leader in this matter, seeing as how this Malcom guy is responsible for this mess and Steele Mane knows him better. Not to mention the fact that he did provide us with these suits that have proven to be quite useful."

Applejack also agreed. "I'll say, without these suits, we probably wouldn't have stood a chance against them metal varmints."

Next came Chaos Control. "Not to mention that strategy he came up with to thin out the robots at the start."

Then came Pinkie. "And that plan to have Fluttershy blind those juggernauts. Nice shooting by the way, you sure showed those meanies what for."

Fluttershy recoiled a bit at the compliment. "Oh, um, well, it was nothing really."

Rainbow Dash then came in. "Let's not forget the bravery I showed to distract Trixie so Cameron could sneak up on her and destroy that thing, another brilliant plan by Steele Mane."

Twilight finally spoke up. "Then it's agreed, we wait for Steele mane before we come up with our next move." The group nodded in agreement.

Soon, Steele Mane got back to them after dropping Trixie off at the hospital. "So, have you all come up with what our next move is?"

Twilight spoke up for the group. "Actually Steele Mane, we were waiting for you to do that."

Rarity then spoke up. "Quite right dear, you are the leader here after all."

Steele Mane took on a confused look. "I am, oh right, I am. Well, I suppose since we managed to rescue Appleloosa in just half a day, it would be a good idea for you all to rest and get something to eat before we go to another town."

Pinkie agreed. "Sounds good to me." They all then deactivated their armor. "Come on every pony, free treats at Sugar Cube Corner!" Pinkie cried out to the group.

They all started to follow Pinkie except for Steele Mane. Applejack was the one to notice and went to talk to him. "Aint ya comin along sugar cube?"

Steele Mane just looked at her as he responded. "I'm fine Applejack, I do not require rest or food like you, remember."

The others had stopped and noticed what was going on and headed back. Applejack continued to speak. "Well that don't mean ya can't hang out with us, c'mon now, what's really goin on?"

Twilight could already tell what was bothering him but she didn't say anything because it wasn't her place to say. Steele mane began. "It's just something I need to come to terms with, it's nothing you need to be concerned with. I wouldn't want to spoil your fun."

Pinkie bounced forward to try and get him to talk. "Don't be silly, your concerns are our concerns. Whatever it is, I'm sure we could help you with it."

Steele Mane took on a bit of an angry look. "Theres nothing you….." He caught himself shouting and stopped. He spoke again in a regular tone. "There is nothing you can do to help me. I'm just trying to come to terms with the fact that I will never be able to fully appreciate the world around me. All I can do is marvel at its beauty but never truly be able to interact with it. I'm just having a little trouble accepting this for now, it will pass in time."

Fluttershy then spoke up. "Gosh Steele, we didn't know you felt this way, isn't there anything we can do to make you feel better?"

Steele Mane then took on a reassuring smile as he addressed her. "I'll be fine Fluttershy, really, come on, let's go to Sugar Cube Corner and rest there for a bit to think of our next move." Steele Mane began to walk towards the bakery to lead the group there. The girls all had a worried look on their faces for they were concerned for their friend. Cameron was also a little worried for Steele Mane while the other two seemed a bit indifferent.

The group was sitting at a large round table, eating the yummy treats Pinkie brought them while they talked. Steele Mane began. "Now then, I believe the next closest town would be Manehatten, once we are ready to leave, we shall head there next to free the town from Malcom's control. Does every pony agree?" The group all nodded in agreement.

Suddenly, the door to Sugar Cube Corner flung open. "There you are, I have been looking all over for you!" It was Trixie, she had woken up and apparently was looking for the group. "I want to talk to you."

Twilight spoke up for the group. "Trixie, what are you doing here, shouldn't you be at the hospital recovering?"

"I'm just fine, you there, robot pony, Trixie would like a word with you."

Rainbow Dash then flew across the room and hovered in front of Trixie. "His name is Steele Mane, and if it wasn't for him, you would still be a slave to that Malcom jerk!" She said defensively.

"Believe me, I know, I was completely aware of everything while I was under his control from that thing he placed on my head." She took on a straight face as she spoke again. "I want to thank you all for helping me like that."

Rainbow Dash seemed to sense Trixie's mood change as she landed on the floor and backed up a little. Steele Mane then got up and made his way over to Trixie. "What do you want to talk about?"

Trixie looked at him with a determined face. "I want a chance to get back at that Malcom for what he did to me, he treated me like a guinea pig and made me do grueling things and kept threatening my life if I didn't do what he said. It was so humiliating. I want to help in the fight so I can get back at him."

Nightshade Smoke then came forward to address Trixie. "What makes you think you have what it takes to fight?"

Trixie looked to Nightshade Smoke to answer him. "And who are you?"

"My name is Nightshade Smoke, I serve under the princesses, they have given me orders to follow Steele Mane in this fight to stop this menace."

"Well then, since your following him then it isn't your decision on whether or not I join your little band now is it?"

Steele Mane interjected. "I don't know Trixie, from what Twilight has told me, you are a pony who thinks highly of herself, one who thinks herself better than others, not exactly the type to take orders from others."

Trixie looked back at Steele Mane. "I….that side of me is gone, my time with Malcom has….I have changed, all I want to do now is help and fight. I am willing to follow orders and do whatever you tell me."

Steele Mane smiled as he spoke. "All right then, you can help."

The girls, except for Twilight, who just smiled, all let out a group cry. "WHAT!"

Rainbow Dash tried to object. "YOU CAN'T BE SERIOUSE, she's Trixie, one of the most annoying ponies in Equestria!"

Steele Mane looked at Dash. "And she said she has changed, she clearly wants to help, and I am not one to turn down a helping hoof, what more proof do you need that she has changed other than the fact that she just said she would be willing to follow orders."

Applejack then came forward. "Well, if Steele is willing ta giver er a shot, than I am too, welcome aboard Trixie."

Rarity agreed as well. "I suppose as long as you don't turn my hair green again, we can get along just fine." Rarity then smiled at Trixie.

Finally Twilight came forward. "We're glad to have you aboard Trixie."

Trixie finally spoke up with a smile on her face. "Thank you, and….I'm sorry for the way I acted the last time I was here."

Pinkie then jumped forward and in front of Trixie. "That's ok, were always glad to make a new friend."

"So, when can I get one of those…..whatever it is your wearing."

Steele Mane then spoke up. "They are called combat armor suits, they have flight, communications, a locator system, shielding, and as you have seen, each one of them has a weapon. If I'm going to make you one, we will need some destroyed robots I can use for raw materials. You may as well come with us to Manehatten, there we can go on a stealth mission to destroy a few and use them to make you a suit. Once that is done, then we can come up with another plan on how to deal with the rest of the bots there."

The group filed out of the bakery and activated their armor, ready to take flight. Steele Mane then turned to Trixie. "Trixie, you might as well ride on my back since you're coming with us."

Trixie took on a worried look. "Are you sure it's safe?"

"Of course, I promise to be careful and not let you fall."

She reluctantly agreed. "All right then."

Steele Mane then got down to let Trixie on, she climbed on to his back and wrapped her front hooves around his neck. With Trixie now on Steele's back, they took off for Manehatten.

After an hour of flying they stopped just short of the town to come up with a stealth mission plan. Steele Mane Began. "All right, since we will need to be quiet about this, some of you will have to wait here. Cameron, Applejack, you two will come with me while the rest of you wait here so we can get some bots I can use to make a suit for Trixie. We'll need at least three bots. You ready?" The two nodded in agreement. "All right, let's do this." The three then made their way into the city quietly, sticking to the shadows of the alley ways. Manehatten was a big city with stone buildings and cobblestone roads, there were plenty of dark alley ways for them to hide in and sneak around.

They stopped in an alley close to the entrance of the city, Steele Mane then had a thought. "Cameron, why don't you go ahead and see what we are dealing with in this city, me and Applejack can get the bots I need, once you're done, come back to the group, ok.

"You can count on me Steele." With that, Cameron got the rest of his body covered by his suit and disappeared to begin his scouting mission, while Steele Mane and Applejack went through the town to find some bots.

It wasn't long for them to find two bots standing guard along the streets, looking for any ponies they may have missed. Steele Mane whispered, "Applejack, you take the one on the right, I'll get the one on the left, on my signal."

" You got it." Applejack whispered back.

"Ready,…now." Steele fired a laser at the bots head while Applejack used one of her electro tentacles to lasso and crush the other one. "Nice work Applejack, two down, one to go." Steele Mane levitated the two destroyed bots and they made their way to where they first entered the city to drop off the bots. They then went back and began their search for another one.

As they were hiding in an alley way, a robot flew overhead and just hovered there. "Applejack, try and lasso that one, once we get it, I can start on a suit for Trixie."

"No sweat pardner." Applejack then brought out one of her tentacles and made a lasso, she silently twirled it over her head and flung it at the hovering bot. She got its leg and quickly jerked it to the ground, slamming it and smashing it to pieces.

"Nice work, now let's get back to the others." Steele Mane levitated the last robot off the ground and the two made their way back to the group.

While Steele Mane and Applejack were busy finding robots, Cameron was on his scouting mission to see what was going on in the town, he silently flew over the buildings, watching the bots do their patrols of the town. Cameron soon came to the center of town where all the ponies of Manehatten were gathered, some of them were wearing metal collars while others were being fitted for some. There were the regular drones, a few hunter drones, but oddly enough, no juggernauts were present. Cameron thought that odd. "That's odd, why aren't there any juggernauts, and what are those buffer looking ones? I don't like this, I'd better get back to the others." Cameron then left his hiding spot, still with his invisibility active, and made his way back to the group.

Back at the others, they all just watched as Steele Mane manipulated the metal bodies of the bots, rewired and reprogrammed a few circuits. After a while, a new suit was ready for Trixie. "There you go Trixie, all done."

Trixie took the necklace and put it around her neck, she saw how the others activated their suits so she pushed the button on the center. The armor came to life and covered her body the same way the others did. Her suits coloring had a darker shade of blue that Rainbow Dash's around the joints. "So, what kind of weapon did you give me?" She asked with a bit of enthusiasm.

"Your weapons are a pair of lasers that fire concentrated bursts of energy, they pack quite the punch, just as powerful as my lasers which are heated energy."

"So how does this suit work?"

"It responds to your thoughts. Just think of what you want to do and the suit will respond."

Trixie then thought of her weapons and a pair of long rectangular shaped rods appeared on her sides with holes in the front. "Not bad, what else can this do?"

Steele Mane continued with his lesson. "The visor in front of your eyes is your display unit, the circle on there is your targeting reticle, wherever it is pointing, your lasers will hit there. There is also a function that will let you locate or communicate with any of us should you need to."

Trixie gave Steele Mane an appreciative smile. "Thank you Steele Mane, I promise to do my best, that lousy Malcom will pay for turning me into a lab rat."

Cameron finally made it back to the group to give his report as he deactivated his cloaking. "Steele, I found all the Manehatten ponies, the robots have them all gathered at the center of town putting these metal collars on them."

Steele Mane knew what they were right away. "Shock collars, is there no end to your cruelty Malcom?" He said as he took on an angry look.

Trixie put her hoof to her throat with a worried expression on her face as she remembered the shock collar she was forced to wear. "Malcom had one of those on me while I was his test subject."

Chaos Control came forward. "What are shock collars?"

Before Steele could answer, Trixie beat him to it. "they're these horrible things that will send a jolt of electricity through your body, it can even kill you if it is strong enough."

The group all looked at her in confusion, wondering how she knew what they were. Chaos Control then asked the question every pony was wondering. "How do you know what they are?"

Trixie answered. "Because Malcom used one of them on me to keep me in line."

Steele Mane then turned to Cameron. "What else did you see Cameron?"

Cameron answered. "There are these buffer looking droids with the other bots."

"Great, hunter drones, those will be a bit of a problem. They have energy shields to protect them from energy weapons, not to mention they're smarter than the others too. Only physical attacks will work on them. How many juggernauts were there?"

Cameron took on a worried expression. "That's the strange part, there wasn't any. I didn't see a single juggernaut in the town."

Steele Mane also took on a worried look. "I don't like this, I think this could be a trap, Malcom may have sent down his one and only strongest bot to deal with us, he is either getting desperate or getting ready for something big."

Pinkie then came forward to ask Steele Mane a question. "So what is Malcom's strongest robot?"

"Malcom calls it the burner, it's a giant robot dragon."

Every pony but Chaos took on a worried look at this bit of news. Twilight then asked, "What can this burner do, what weapons does it have?"

Steele Mane began to tell them. "It can fire a large beam of energy from its mouth like a dragon breaths fire, it also has an energy repelling shield and missiles it can fire from its chest."

Trixie then asked. "What are missiles?"

"They're metal objects shaped like a cone that fly through the air and explode on impact when they hit something, you do NOT want to get hit by one."

Chaos Control spoke up again. "If you don't mind me staying out of this battle, I could take out the burner if it shows up, sounds like I will need my full power to destroy it."

Steele Mane then turned to Chaos. "Are you sure you can take it out?"

Chaos gave Steele a confident smile. "I promise, you haven't seen the full extent of my powers yet, I may be strong, but there is a limit to my power, if you don't mind me staying out of the battle so I can keep my energy at maximum, I promise that burner won't stand a chance if it shows up."

Steele Mane smiled back. "All right then, every pony, I have a plan."

Rainbow Dash voiced her opinion. "FINALLY, I'm just itching to smash some metal!"

Steele Mane began to tell the group his strategy. "Since those hunter drones have energy shields, it will be up to Nightshade Smoke, Cameron, and Applejack to deal with them, the rest of us will watch their backs while dealing with the lesser drones. Trixie, you will be with Fluttershy and watch her back while she does her thing, most likely they have figured out that she is our sniper and will go after her."

Fluttershy got a little scared at this. "Oh my."

Trixie then spoke up. "Don't worry, I'll protect her, those metal heads wont lay a hoof on her." She gave a confident and reassuring smile to Fluttershy who then returned the favor with a thank you smile.

Steele Mane continued. "If those hunter drones start coming after you, fly, try and lead them near Applejack, Cameron, or Nightshade Smoke and let them take them out. Chaos Control will be our ace in the hole should the burner show up. Is every pony clear on the plan?" the group all nodded in unison. "All right, let operation Manehatten madness begin." And so, all but Chaos Control made their way into town to begin their assault.

Fluttershy and Trixie took up a position on one of the rooftops near the center of town while the others charged for the robots on the streets, as usual, Rainbow Dash took the air to provide air support with Steele Mane and Pinkie flying with her. The heroes all let loose with their weapons to take down the hoard of robots. Just as Steele Mane said, as some of their energy weapons went to the hunter bots, the energy based blasts were blocked by their shields. Applejack was the first to make her way through the hoard to the first group of hunter drones and used her two electro tentacles to lasso and shock the hunters into submission until they fell and exploded.

Fluttershy went to work, picking off any drones that tried to sneak up behind any of her friends on the ground with Trixie at the ready to defend her. Just as Steele Mane said, some of the lesser drones took to the air and started flying to their position. Trixie got her energy lasers ready and opened fire on them so Fluttershy could concentrate on her task. Her shots were long white projectiles that managed to punch holes in the weaker drones. She managed to pick off every single drone that tried to get to them.

Down on the ground, Cameron was making his way through the battlefield with his stealth suit active and was taking down a few hunter drones one at a time, they didn't know what hit them. Cameron was slashing them down the middle, through their midsection, or just hurling his blade at their heads or chest.

Nightshade Smoke was quickly flying low to the ground, swinging his hammer left and right, smashing any regular drones that got in his way as he made his way to a few hunter drones. He was a beast on the battle field, nothing was standing in his way as he swung and smashed. Rarity was flying next to him as she shot her energy stars through the mass, destroying others Nightshade missed.

Twilight was providing back up for Apple jack as she lassoed and electrocuted a few hunter drones. Twilight was blasting away with her EMP blasters to make sure none of the drones got the drop on her friend. Twilight fired left and right, disabling numerous drones. Applejack would lasso and smash whatever hunter drone she found.

Up in the air, Steele Mane was taking care of the flying drones in the air above Twilight and Applejack while also firing at drones on the ground. The drones tried to catch and shoot Steele Mane out of the sky but they were just obsolete compared to him, they couldn't keep up with him as he easily picked them off out of the sky. He was even able to shoot some of them out of the sky to where, once in a while, they would fall and crash on another drone on the ground.

Pinkie was providing air support for Nightshade Smoke and Rarity while also taking out the airborne drones with her bazooka. She was having fun with this. After shooting down a few, she went down to the ground and landed on one drones head and spoke to it as she brought her head down to where it was upside down as she looked into its visor. "Hey there, you guys aren't very good at this, why don't you just stop being such meanies."

The robot responded. "Surrender pony."

"Nah, I don't think so." Then Pinkie pulled her head up just in time for the robot to see another robot fire its laser in an attempt to hit Pinkie, instead the laser hit the robot and it fell to the ground with a hole in its chest. Pinkie had jumped off the robot before the laser hit and fired her bazooka at the other robot, blowing it to pieces, Pinkie just let out a giggle.

Rainbow Dash was having fun, as usual, blasting the bots out of the sky and shooting the robots on the ground with her thunder cannon. She was expertly dodging and weaving through lasers as she flew. Those robots couldn't hit the broad side of a barn according to her.

Back with Fluttershy and Trixie, Fluttershy was providing sniper support for her friends wherever needed while Trixie was doing as she promised and keeping the other drones off her back so she could concentrate. Trixie then noticed a group of hunter drones heading their way, Trixie got nervous and tried to get Fluttershy's attention. "Fluttershy, those hunter drones are coming, we have to go!"

Fluttershy quickly deactivated her sniper scope in her visor and looked up. "Oh no, quick, let's go find one of the others!" Together they flew off with the hunter drones on their tails. Fluttershy activated her locator to find who was closer so they could get rid of the drones faster. "It looks like Nightshade Smoke is closest, let's get to him quick." Trixie nodded in agreement.

Nightshade Smoke was hard at work on their group of drones, the hunters were proving to be a bit more formidable as they would manage to jump out of the way or roll to the side to avoid his swings, but he would manage to get them eventually. Rarity had her back turned to Nightshade as she blasted away with her energy stars, tearing through the robots. Soon Nightshade Smoke heard Fluttershy through the com system.

"Nightshade Smoke, can you hear me?"

"What is it Fluttershy?"

"Me and Trixie have a few hunter drones on our tails, were heading your way, can you help us?"

Nightshade Smoke took on a confident smile. "No sweat, just lead them right to me and I'll do the rest."

"All right, here we come!" Fluttershy and Trixie kept their flight path as they made their way to Nightshade Smoke. He saw them fast approaching with the hunters behind them, he raised his hammer and sent it spinning through the air horizontally, he made it ricochet off one robot to the next until each one was smashed. Fluttershy and Trixie flew over where Nightshade Smoke and Rarity were and gave him an appreciative smile as they kept flying to find another spot with a good vantage point for Fluttershy.

Cameron found himself surrounded by hunter drones, but because of his stealth suit, they didn't notice him, they were concentrating on Twilight and Applejack. He started to swing his blade above his head letting it get longer and longer, until finally his blade swung around in a wide enough radius that it sliced off the heads of all the hunter drones around him.

Soon, Applejack was the one to finish off the last hunter drone, once it was finished off, all the other drones started to fly away. The group got back together near the center of town where the Manehatten ponies were, they didn't move during the battle out of fear, but started to feel relief as this group of ponies came out of nowhere and started fighting the robots. Steele Mane spoke up. "I don't like this, they wouldn't have just run away like that." Before any pony else could say anything, a loud metallic roar rang through the city, followed by the sound of massive steps sounding out.

The group looked to the left and saw a massive metal dragon with sharp red glowing eyes stomping through the city, its metal tail swung about, smashing buildings as it stomped toward them.

Cameron spoke up with fear in his voice. "I think now would be a good time to call for our ace in the hole."

Steele Mane agreed as he began to contact Chaos. "Chaos, come in, the burner has appeared, we need you now!"

Chaos responded back. "I'm already on my way, I could hear the roar from where I was!" Shortly after he said that, he had appeared in front of the group. "All right, this is going to be big." Chaos then deactivated his armor. His body started to give off a light yellow glow as small strings and orbs of energy started to circle his body as he glared at the massive metal beast before him. Then, a large pair of energy wings appeared on Chaos's body. He started to flap them and lifted off the ground, the energy circling around him started to gather at a point just in front of him.

The dragon opened its mouth and Fired a large red beam of energy at Chaos. At the same time, Chaos had started to fly full speed at the dragon with his body now enveloped in energy forming a kind of large cone, Chaos pushed his way through the beam as he flew closer. The dragon was on all fours as it fired its beam to try and kill Chaos Control. Just as he was about to make contact with the dragon, he was stopped short by the dragons shield. Chaos didn't give up, the dragon had ceased its beam as it looked at Chaos. Chaos continued to try and force his way through the energy shield which was now visible and was a clear white. Chaos kept pushing and pushing with all his might.

Soon Cracks began to form in the energy shield, it was starting to weaken. The dragon let out a deafining roar as Chaos put as much as he could for that final push, the shield shattered and Chaos went flying straight at the dragon with its mouth open. Chaos flew right down its throat. The group looked on in fear as they were afraid he might be in trouble. But then, the sound of muffled explosions could be heard from inside the dragon. It reared up and roared as if in pain. Cracks started to form around the dragons body with white light shining through them. The cracks grew bigger and more numerous. Eventually, the dragon finally exploded into pieces as a bright light emerged from where the dragon now once stood. The group had to shield their eyes from the light.

Soon the light faded and Chaos Control now stood where the metal dragon did, panting heavily from the exertion he put himself through. The group made their way over to him to congradulate him on a job well done. Pinkie was first. "WOW CHAOS, that was amazing, that mean ol metal dragon was all ROAR and your all RAAAHHHH, and then he was all BOOOOOOM."

Rainbow dash was next. "That…..was…AWSOME! Dude, I had no idea you had such power, how come you don't use that to take out these robots quickly?"

Chaos answered as he panted. "Like…I….said…..there's a ….limit…to…my power. If I….used….that much….during a battle….I would be left….vulnerable."

Steele Mane then spoke up. "I must say, that was quite an impressive display you put on. After how we trashed the bots and with the burner destroyed, the robots that flew off are most likely returning to Malcom for new orders. Let's go help the other ponies and get those collars off of them." The group agreed and made their way to the ponies who were very pleased to see their rescuers.

Meanwhile, up in Canterlot, Celestia was in her room going over a few scrolls from Spike who had been writing to her to inform her of how well her student and friends had been fairing in their fights against the robots. Suddenly, a figured appeared out of nowhere in a quick white flash, it was Malcom wearing an evil grin on his face with two of his hunter drones next to him. Celestai quickly rose and spoke. "YOU!" Before she could say anything else, the hunter drone on Malcom's left raised its right arm and fired a stun pulse at Celestia, knocking her out. Malcom walked up to her and in the same manner he appeared, he disappeared with Celestia in tow.

**AN: UH OH, Malcom has kidnapped Celestia. How will Equestria survive without their sun goddess? Why has Malcom taken her? Can our heroes save their beloved princess? Why am I asking these questions when I already know the answer to them? Keep your eyes peeled for the big conclusion. Until next chapter.**


	8. End Game

**Rise of The Robopony**

**Chapter 8: End Game**

Celestia awoke to find herself in a small metal room with a lager opening in front with green energy bars blocking it. Her golden crown yolk and shoes were gone, only to be replaced with a black metal collar around her neck. She looked around and saw the human looking in at her from the other side of the energy bars. She got up and spoke. "YOU, you must be Malcom."

The human made a mock bow as he spoke. "Guilty as charged your majesty." He said mockingly.

Celestia glared at him as she tried to charge her horn with magic, but to her surprise, nothing happened. "What, my magic, why won't it work, what did you do Malcom?!"

Malcom continued with his smile as he began to explain. "That collar you are wearing is a specially made shock collar just for you. Not only will it deliver a jolt of electricity through your body when I want it to, but it also cuts off your ability to use magic. You won't be casting any spells any time soon to get out. I was going to try and use my mind control device to keep you as a prisoner, but unfortunately it only works on the weak minded, and given that you are a princess who's lived for who knows how long, you most likely have a strong mind, it's a safe bet that it wouldn't work. "

Celestia continued her glare as she looked at him. "What do you want with me?"

"It's simple really, with all the studying I have done on magic, thanks to the data I collected from a unicorn I kidnapped some time ago and the data Alpha-1, or as you know him as, Steele Mane, in your precious students library, I have found out something very interesting. I found a way to transfer the magic energy from one being to another. There is a sad side effect however, as magic is a part of the beings life force, once the magic is drained from the victim, the victim will be left as a lifeless husk."

Celestia took on a scared and worried look as she seemed to begin to realize what Malcom had in store. "No, you can't!"

"Oh, but I can, my drones are working on a machine to drain the magic out of you and transfer it all to me, then, once I take all the resources from your planet, not only will I be the richest man in the galaxy, but the most powerful as well. HA HA HA HA HA, wow, it's so good to be bad."

Celestia took on another determined look. "Twilight, Steele Mane, and their friends will come, they will stop you."

"Friends, HA, friends are worthless, why do you think I use robots instead of other humans?" Malcom turned his back to Celestai as he continued to speak in a low tone. "Friends are only good for stabbing you in the back, I learned that the hard way." He raised his metal arm and looked at it as he spoke. "Now if you'll excuse me, I am going to see how my magic draining machine is coming along, I'll be back for you shortly princess, don't go anywhere." He said with sarcasm again.

Celestia then dropped to the floor, ready to cry out of fear, not just for herself, but for her subjects, sister, and friends as well. With her gone, who would raise the sun? She had to hold on to the hope that the others would come and save her, she knew they would once they learned of her disappearance.

Back in Equestria, it was now almost time for the sun to set, the group of heroes returned to Ponyville after saving Manehatten and freed the ponies there, just as they were about to go get something to eat, Spike came running up to them with worry on his face and in his voice. "Twilight, Twilight, we have a problem! It's an emergency!"

Twilight stepped forward from the group to address him. "Spike, what is it, what's wrong?"

"It's a letter from princess Luna, she says you all need to report to Canterlot immediately, it's an emergency!"

The group all took on a worried look. Twilight continued. "From Luna, why didn't Celestia send the letter?"

"I don't know but it sound very urgent."

Twilight turned to Steele Mane. "Steele Mane."

Before she could say anything else, Steele Mane brought out his wings and spoke. "Let's go to Canterlot." The rest of the group saw this and got their wings ready.

Twilight smiled and turned back to Spike. "We'll be back as soon as we can. Take good care of the library Spike."

Spike gave a salute with a smile. "You can count on me." Twilight then got her wings out and they all flew off for Canterlot.

Within an hour, they arrived at the castle's front gates and the guards let them through, they made their way to the throne room were Luna was waiting with worry on her face. "Thank you all for coming so quickly." Celestia and Luna were already aware of the three other ponies, Cameron, Trixie, and Chaos Control, from Spike's letters. "It is nice to meet you three, I just wish it were under better circumstances."

Twilight then stepped forward to speak. "Princess, what's going on, where is Celestia?"

Luna began. "I wish I knew, she's gone missing, we can't find her anywhere. That's why I summoned you."

The group all took on a very worried look, but none more so than Twilight. "WHAT, what do you mean she's gone missing, how could she have gone missing?!"

Steele Mane interjected with a calm voice. "Princess, where was the last place you saw her?"

"She was in her room going over a letter Spike sent to inform us of how your battle in Appleloosa went. After a while, I came back to check on her, but she was gone."

Twilight spoke again. "Steele, do you think you know what might have happened?"

"Maybe, but I don't want to say anything until my suspicions have been confirmed. Princess, can you take us to your sister's room?"

Luna had a puzzled expression on her face at Steele Mane's request. "Of course, right this way." Luna led them through the castle to Celestia's bedroom. "This is my sister's room."

Steele Mane took the lead as he entered. He looked around carefully, then his horn light up and a wave of energy went through the room as a kind of sheet emitting from his horn. The group watched in curiosity as he did this. Fluttershy then spoke up. "Steele Mane, what are you doing."

Steele Mane then stopped scanning the room and turned to the group to answer. "It is as I feared. There are trace amounts of teleport energy. I was scanning the room to see if my suspicions were correct. Unfortunately, they are. Malcom came here and took Celestia."

The girls and Luna let out a collective gasp. Chaos Control cried out. "WHAT!"

Nightshade Smoke growled with an angry look while Cameron just stood there, also with a worried expression. Steele Mane continued. "I don't know why he would do this, but it most certainly is for a devious plot. It seems he is forcing our hooves, we'll have to fly up to his ship and rescue her."

Applejack came forward. "But how are we supposed ta find her, with all them robots Malcom has been sendin, he must have a huge ship. Tryin ta find the princess would be like tryin ta find a needle in a haystack."

"Don't worry, the last time I was up on his ship I downloaded the layout of the ship, I have a map of the entire ship in my head. We will find her easily. However, Malcom will most likely be expecting us to try and mount a rescue mission, he will have called all his bots back to keep us from getting in."

Rainbow Dash then spoke up with determination. "Then we smash through every one of them and teach that jerk a lesson."

"Not a good idea, we won't be able to handle all of them, we'll just have to try and force our way into Malcom's ship, and find Celestia."

Pinkie then spoke up. "Well then, what are we waiting for! Let's save celestia!"

Steele Mane spoke up again. "Hold on Pinkie, I will need to construct a space suit for her for when we find her to get her off the ship. Luna, where are the robots you, Celestia, and Nightshade Smoke fought off here?"

Luna answered. "They are around the back of the castle, why?"

"I will use them to make a suit for your sister for when we get her out. I promise we will get her back."

Luna gave a big appreciative smile to the group. "Thank you all. Come, I will take you to where the robots we fought are. Luna led them to the back of the castle where there was a huge pile of robots.

Steele Mane looked at the pile of raw materials before him. "All right, time to get to work, this won't take long." Steele Mane then moved four robots off the pile and began to work reshaping the metal, rearranging circuits, and rewiring wires. Within an hour, a new suit was ready for Celestia. "All right, there isn't anything special about this since this is just so we can get her off the ship, I'll keep it with me until we get to her." Steele Mane then opened a panel right on his back and moved the new necklace into the compartment on his back, the panel closed and the new suit was secure.

Rarity then spoke up. "So, are we ready to go?"

Steele Mane first had to check something. "Chaos Control, how is your energy lever, are you back at full strength yet?"

Chaos looked to Steele Mane as he answered. "Just about, if you're thinking what I think you're thinking, I may be able to make one more big display of power to get rid of most of the bots that will be in our way. I should be at full strength by the time we get up there."

"All right then, you should all grab a quick bit to eat so you will be at full strength and we will make for Malcom's ship to save Celestia."

The group cheered in unison. "FOR EQUESTRIA!" Luna led the group to the dining hall for a quick dinner.

Every pony was now finished with their quick meal and ready for the final assault on Malcom. Before they left though, Steele Mane needed to inform the winged ponies of something. "Before we go, there is something I need to inform the winged ponies of, your flying works by your wings pushing you through the air, in space, there is no air so your flapping won't work. The coloring on the tips of your wings aren't just for show, those are your space flight thrusters, just think of how you want to move and the suit will respond, keep your wings out and let the suit do the rest. It'll be just like flying like normal, only you won't need to flap your wings. Understand." The pegasi and alicorn gave a nod to let Steele know they understood.

With full bellies and determination to save their beloved princess, the ponies left the castle and made their way outside to take flight. Steele Mane spoke to address every pony. "All right, go ahead and activate the space flight function on your suits." Every ponies body then became completely covered with their suit, the metal from their suits molded around their manes and tails and matched the coloring perfectly, they all looked like robotic versions of themselves. Their muzzles were completely covered and looked as if they didn't have a mouth.

They all took off and flew into the air in a v formation. Steele Mane was at the head with Twilight, Fluttersy, Applejack, and Cameron on his left and Rarity, Rainbow Dash, Pinkie Pie, and Nightshade Smoke on his right, Trixie was right behind Chaos Control who was right behind Steele Mane. As they flew, each one of them left behind a streak of colors that matched the color of their wings. They flew higher and higher, through the clouds, past the clouds, through the atmosphere. The blue sky slowly started to fade into black as they reached space and could clearly see all the stars.

There was another sight that wasn't so pleasant though, Malcom's ship with hundreds of robots in front of it, ready to shoot down the band of heroes, there were regular drones, hunter drones, and even juggernauts. Every pony got their weapons at the ready, Steele Mane contacted Chaos. "Chaos Control, are you ready for your next big number?"

Chaos Control responded back. "You bet, just stand back and watch me work." He then flew to the front over Steele Mane and got a little ahead of him. Chaos hovered there for a moment as he looked upon all the robots before him. His body started to let off the same light yellow glow as last time when he took out the metal dragon. Small stings and orbs of energy started to swirl around his body again as he readied himself for his big move. The droids didn't wait, they started to fly towards the group with their lasers ready.

Chaos Control then let loose with his power and started to fire large long beams of energy from his body at a rapid pace, every shot moved and hit every bot like a homing missile. One by one and two by two the droids exploded, even the hunter drones energy shielding didn't help as they were blown up. The juggernauts weren't fairing any better either, each shot Chaos Control landed caused a robot to explode and was left floating in space.

Within moments, Chaos finally ceased his attack and only a few robots were left. "That's all I can do for now without draining my power completely, sorry."

Steele Mane spoke up. "It's fine Chaos, that was amazing, we can handle the rest, every pony, let's save Celestia!" All that was left of Malcom's massive droid army were a few hunters and weaker drones, not a single juggernaut survived the onslaught of Chaos Control. Just like last time, it was up to Applejack, Nightshade Smoke and Cameron to deal with the hunters while the others concentrated on the weaker ones.

The team got back into their flying v formation and pushed their way through the remainder of the droids to Malcom's ship. It wasn't long till they came to an opening under the ship and into a large docking bay where Malcom's transport ships were kept. Steele Mane spoke to the group. "I'm transmitting the ship's layout to your suits in case we get separated, let's try to stay close together."

Steele Mane led the group through the docking bay where there were still more drones at the ready, they were the weaker ones so Steele Mane made quick work of them with his lasers. They galloped through the bay till they came to a large square door, it had a panel on the side with a green screen and a key pad. Steele Mane brought out his cable from his chest and hooked it up to the panel from underneath. "Come on, come on, BUCK!" Steele Mane was clearly upset.

Trixie spoke up. "What is it Steele Mane?"

"Malcom changed the codes to the doors, we'll have to knock them down. Trixie, use your blasters on the door."

"You got it." Steele Mane stepped away from the door, Trixie brought out her blasters and shot at the door, she managed to make a hole in it big enough for every pony to get through. Once through, they all deactivated their space flight mode.

Steele Mane thanked Trixie. "Nice work, now let's go." Steele Mane led the way through long hallways and corridors as they fought off other drones that weren't outside of the ship. The ponies with energy weapons but Steele Mane blasted every bot that got in their way as they ran through the ship. After a while, they came to a large metal square door. "This is it, the detention center, this is where Malcom will have Celestia. Nightshade Smoke, you're up, use your hammer to knock it down."

Nightshade Smoke smiled. "No problem." He levitated his hammer off his back, brought it back, and swung it forward with all his might against the door while sending a surge of electricity through it. The door started to let out a metallic creaking as it fell backwards. "Knock knock." Nightshade Smoke said jockingly.

With Steele Mane in the lead, the group made their way through the long room passing empty cell after empty cell on both sides of the room. Finally they came to the end of the room and found Celestia in the cell at the end on the left side. Celestia looked up and a big beautiful smile formed on her face. "Girls, you came and you have your new friends with you!"

Twilight spoke up. "Of course we came."

Rainbow Dash then came in. "You didn't think we'd let our own princess suffer at the hoofs of some creepo with a robot army did you?"

Twilight then spoke up again. "Princess, why did Malcom kidnap you?"

"He said he was building a machine that would steal my magic and kill me." She answered with worry on her face.

Applejack then spoke up. "Well don't you fret none princess, we're here ta get ya outta here and back home."

Steele Mane was busy eyeing the key pad while the girls were all talking to the princess. "Applejack, I need you to use your electro tentacle on the keypad here, that will short it out and disable the bars on the cell."

"I'm on it." Applejack brought out one of her tentacles and touched the keypad with it, the keypad shorted and exploded with smoke emerging from it. The energy bars faded out and Celestia was now free from her cell. There was still the matter of dealing with the collar on her.

Steele Mane then came forward and stood in front of Celestia. "Hold still princess, I'm going to get that collar off of you." Steele Mane then brought out one of his lasers, took careful aim and fired a small laser at the collar to cut it off of her.

The collar fell to the floor and Celestia was now completely free. "Thank you Steele Mane, and thank you all for coming to save me."

Steele Mane spoke up again. "No thanks are necessary princess, now you will need this so we can get you out of here." Steele Mane then opened the panel on his back and brought out the necklace he made for Celestia.

She eyed the thing in front of her. "What is this?"

"It's a suit similar to what every pony here is wearing, you'll need it to fly through space to get back home. Just put it on and push the button on the center, the suit is controlled with your thoughts. While flying just think of how you want to move while in space and the suit will respond."

Celestia nodded in understanding and put the necklace on, she pushed the button on the center and the suit came to life and enveloped her body in the same way the others body was enveloped without the space flight function active, there was no special coloring on it. "I must say, this feels a little odd."

"Now let's get out of here and back to Equestria." Steele Mane then took the lead and every pony followed him out of the room with Celestia behind the group. They ran through the corridors and hallways. Steele Mane then came to a stop at a section where the hallway split into four.

Twilight got worried at Steele Mane's sudden stop. "Steele Mane, what is it, is something wrong?"

Steele Mane looked to her as he answered. "There's something I need to take care of before I go, the guidance system in your suit will show you the way out, you all get Celestia out of here and I'll catch up."

Twilight got more worried as did every pony else. "Steele Mane, what is it, whatever it is, we can help."

"No Twilight, this is something only I can do, it won't take long, I promise, just get Celestia out of here and to safety, I'll be right behind you."

Rainbow Dash then spoke up. "You'd better not be doing something crazy."

"I'm not, now get out of here. I'll catch up with you soon." Steele Mane gave them a reassuring smile.

Twilight wasn't sure if she believed him but she and the others did as he said. "All right, but you'd better be behind us when we get out of the ship."

Rarity spoke up. "Be careful dear."

Steele Mane just kept his smile on as he turned to leave. The group just stood there for a moment to watch him go, Twilight then took the lead. "Come on, let's get out of here." They all followed Twilight through the rest of the ship to find the way out.

Steele Mane galloped through the ship to look for something he knew he would need to destroy. He knew exactly where it was, he made his way through the ship to the center where the ships main power source was. After a while, he came across the large door that led to the reactor, he brought out his lasers and blasted the keypad on the right, the door slid open and Steele Mane walked through. The room was massive and round, the room was so big, it could easily fit the castle of Canterlot in it and then some. At the Center of the room was a large yellow glowing orb.

"There it is, the ship's main reactor." It was being suspended in midair as it slowly spun around. Steele Mane was on a platform suspended on the wall a few feet from the floor of the room. Steele Mane readied his lasers to fire, but before he could get a shot, an explosion rocked the platform he was on, it shook violently back and forth, Steele Mane quickly extended his wings to fly off but the platform fell too quickly for him to fly off.

He fell to the floor and rolled a bit. He got up and looked around for the source of what caused the platform to fall. Near the wall that the platform was on was a massive robot that looked like a juggernaut, but it was slightly bigger and all black, where the head should be was a kind of cockpit with Malcom inside, he was very angry. He spoke through speakers from the giant robot he was piloting. "YOU LOUSY PIECE OF SCRAP, YOU'LL PAY FOR THIS, YOU DESTROYED MY ENTIRE ROBOT ARMY, MESSED UP MY PLANS FOR GETTING THOSE GEMS, AND NOW FREED THE CREATURE THAT WAS GOING TO MAKE ME ALL POWERFULL, I'M GOING TO ENJOY TAKING YOU APART!"

Steele Mane extended his wing and flew in the air just as Malcom's robot raised its left arm and started to fire seeker missiles from a panel on its arm at him. Steele Mane flew through the air and shot at the missiles before they could hit him. He then tried to shoot at Malcom, but the robot had an energy shield too, his lasers bounced off harmlessly. Malcom spoke again. "YOU THINK YOU CAN STOP ME, I KNOW EVERYTHING YOUR CAPABLE OF, I MADE YOU, AND I WILL BREAK YOU!"

Steele Mane spoke up. "I won't let you destroy that world Malcom, it's home to the most wonderful beings in the universe, and it's home to my friends!" Malcom raised the bots other arm and produced an arm cannon, it started to fire a continuous red beam, Steele Mane flew to avoid it but it was hot on his tail.

"THEY'RE JUST A BUNCH OF STUPID PONIES, THERE IS NOTHING MORE WORTHLESS THAN THEM!" Steele Mane tried to fire his lasers again but it was no good.

"Those ponies are my friends, I will stop you Malcom, at any cost!" A large pair of wings then sprouted from the robots back made from red energy. It lept into the air and started to fly after Steele Mane. It started to fire it's missiles again and Steele Mane used his lasers to shoot some of them down while he managed to dodge others, causing them to fly into the wall. Malcom fired the giant bots laser as well, Steele Mane weaved and swerved to try and dodge it with Malcom hot on his tail.

Steele Mane tried to think of something, anything to help him get the upper hand/hoof over Malcom, as he was thinking, Malcom came up behind Steele and swatted at him from behind. Steele Mane was sent crashing down to the floor. Malcom landed near Steele Mane to gloat over his victory. He raised the bots arm laser and pointed it at Steele Mane. "THIS IS IT FOR YOU, ALPHA-1, OR SHOULD I SAY, STEELE MANE. WHO CAME UP WITH THAT LAME NAME ANYWAY!"

Steele Mane looked up at Malcom with a grin as he responded. "My friend Rainbow Dash." Steele then leapt up, produced his white shield and formed a kind of clear white drill as he flew straight for Malcom. Steele Mane stopped short from Malcom's red clear energy shield as he plowed into it with all his might. Malcome opened fire with his red laser, but the drill now surrounding Steele Mane was acting as a shield for him as he drilled away at Malcom's shield.

"NO, I WILL NOT LOSE TO A MALFUNCTIONING SCRAP HEAP!" Malcom raised the giant robots right arm and swung it down to try and swat at Steele Mane, but as soon as it made contact with Steele Mane's shield drill, it burst to pieces. "NO, THIS IS IMPOSSIBLE, I WILL DESTROY YOU!" Malcom raised his other bots arm and tried the same thing, but again, the other arm burst to pieces as well.

The shield around Malcom was starting to give way as cracks started to form. The shield cracked more and more, until finally, Steele Mane broke through and made contact with the giant robots chest. Steele Mane pushed it back as hard as he could until it's back was against the wall. Malcom cried out in anger. "NNNNNOOOOOOOOOOOO, I CAN'T LOSE, I CAN'T!" The cockpit with the controls started going haywire as they started to spark and some of the consoles exploded, sending debris all over the inside of the cockpit. Steele Mane managed to finally make a huge hole in the robots chest, he quickly halted his drill and flew backwards as the robot exploded.

The robot collapsed to the ground and Malcom came tumbling out with blood coming from some cuts he sustained from the cockpit exploding. He was broken and beaten, he couldn't even stand. Steele Mane came over to him. Malcom looked up at Steele Mane and spoke as he panted. "You…..stupid …droid,…..you think…you've won…if you destroy the reactor…you won't be able to escape in time…your doomed, just like me. Even you….can't withstand….the blast…you spent too much of your energy in…..our fight…you won't be able to …..repair yourself. "

Steele Mane looked down at Malcom as he responded. "If I don't, you'll be free to come back here with a greater force. I am not about to let that happen. I said I would stop you at any cost and I meant it. As long as my friends are safe, I don't care what happens to me."

Steele Mane then heard Twilight over his com system. "Steele Mane, where are you, you said you would be right behind us."

"Sorry Twilight, got a little hung up, I'll be out soon, are you all out of the ship and safe."

"Yes, were all in Canterlot waiting for you, what's taking so long?"

"I'm sorry Twilight, just tying up some loose ends here. I'll be out soon, I promise…and thank you for everything, you have all been wonderful friends."

"Steele Mane, what are you-" Steele Mane killed the communication before Twilight could finish. He turned to face the reactor and got his lasers ready. He aimed them just above his back to create his large energy ball, he began to fire, he made it bigger and bigger and bigger. Finally when it was almost as big as the robot Malcom was in, he fired it at the energy reactor. The red orb made contact, the yellow energy ball grew brighter and turned white. Steele Mane put up his shield in an attempt to try and minimize the damage, but he knew it wouldn't work.

Back down in Canterlot, the group was all gathered outside the castle, Luna and Celestia were neck to neck, thankful to be back together. The others all looked up in the sky to try and find some sign of Steele Mane. Then, up in the sky, they saw a huge explosion take place. Celestia and Luna were looking up at the scene now, every pony took on a worried look. Twilight tried to contact Steele Mane again with fear in her voice. "STEELE MANE, come in Steele!" Static was all she heard.

Rainbow Dash tried her communicator. "Come on Steele, answer us, where are you?!" her only response was just more static. The girls, even Trixie got scared while Nightshade Smoke, Chaos Control and Cameron looked up in worry.

Suddenly, Pinkies senses went off, her tail started to twitch. "Girls, my tail is twitching, something is gonna fall nearby!" The group and the princesses all looked at Pinkie for a moment then back up at the sky, and sure enough, they saw something falling from the sky engulfed in flames and smoke. The object flew just over their heads as it whooshed by. They all followed it with their eyes as it went over Canterlot and landed in a green field just below the town.

Twilight cried out to Celestia. "Princess!" Celestia already knew what she was going to ask, her horn flared to life and teleported every pony to where the object landed.

Every pony there gathered around the crater as the smoke cleared, with the smoke gone, every pony could see it was Steele Mane. He was not in good condition. He was laying on his left side, his front right leg had fallen off and was leaning against his body. The hole where his leg was connected had severed wires sticking out and sparking. His solar collector tail was flickering, the rod on the back of his head had broken, and even his head was slightly disconnected from his body, the wires connecting his head to his body was visible, a few were also severed and sparking.

The group all looked down in worry. Steele Mane's eyes opened, but because of his position, he could only look at his friends with his right eye. Fluttershy was the first to speak. "Steele Mane, are you okay, what happened up ther?"

As Steele Mane responded, his voice sounded more distorted. "I stopped Malcom, he won't be a problem anymore." He said with a smile.

Rainbow Dash spoke up then, she didn't seemed worried anymore. "That's great, now just pull yourself back together and we can celebrate our victory."

"I'm…afraid…..I can't….do that. I used….too much…..energy….in my….battle with Malcom. I can't….fix myself….anymore."

Applejack then spoke up with worry in her voice as all the other girls got worried. "You can't be serious Steele, please tell me your jokin."

"I wish….I was."

The girls were all on the verge of tears at this news, Trixie was also looking rather sad. Twilight looked to Celestia. "Princess, isn't there anything you can do, you have to use your magic to fix him!"

Celestia looked to her student with a somber expression. "I'm sorry Twilight, but the last time I tried to use magic on him, I just caused him to explode, remember. I'm sorry but there is nothing I can do."

Rarity spoke up. "There has to be something we can do!"

Trixie then spoke up. "Chaos Control, isn't there anything you can do to fix him, you have incredible power."

Chaos Control looked at her with a straight face but answered in a sad tone. "I'm sorry, but my power is only good for fighting and keeping the balance."

Steele Mane interjected. "It's all right….every pony…..I am glad that….I got to….know what it…was like….to have….friends. I am…..forever grateful….for everything….you have done….for me. I will always think…of you as….my frieeeeeeennnnnnds." Steele Mane's eyes faded to black and closed. He was gone. The girls, the princesses, and even Trixie cried for their lost friend. Nightshade Smoke, Cameron, and Chaos Control, lowered their heads in respect for the pony in the crater. He had given up his existence…..no, he had given up his life for the sake of his friend's and their home.

As the ponies all had their heads hung low in sadness and mourning for Steele Mane, a bright white light began to form above their heads. Every pony looked up to see what was going on, the light grew brighter and brighter until they had to shield their eyes. Finally, the light started to fade and, hovering above every ponies head were the elements of harmony.

Luna looked on in wonder. "The elements of harmony, why have they appeared sister?"

The elements all hovered down and stopped in front of their respective owners. A golden tiara with a purple star for Twilight, five golden necklaces for the others, a blue balloon shaped jewel on one necklace for Pinkie, a violet colored diamond for rarity, an orange apple for Applejack, a red lightning bolt for Rainbow Dash, and a pink butterfly for Fluttershy. Celestia seemed to know what to do. "Girls, put them on, quick."

They didn't hesitate, they removed their combat armor and put on their elements. Trixie, Cameron, Chaos Control, Nightshade Smoke, and the princesses, all stepped away from the scene. The girls all concentrated on their elements, they all were enveloped by a light matching the jewel on their elements. They rose up off the ground and a double helix rainbow formed from them, it rose up and combined into one and shot down to the crater where Steele Mane's body was, it formed a bright rainbow dome as the rainbow ceased from the girls. They all looked on in wonder as the colors of the rainbow dome swirled. After a few seconds, rays of whit light started to shoot from the dome, it got brighter and brighter, then faded.

The rainbow dome had vanished, the group all gathered around the crater to see what the elements of harmony did. In the crater, instead of a broken robot pony, there lay an alicorn, it had a silver coat and a mane and tail that seemed to glow a light blue color, its hooves were also a light blue. Upon its flank was a cutie mark of a light blue shield with a heart with wings on it.

The alicorn began to stir. "ooooohhhhhh, what happened?"

Twilight was the first to Speak as every other pony seemed completely speechless at what may have just happened. "Steele Mane,…is that you?"

The alicorn was now sitting up, it looked up at Twilight and responded. "Twilight, what happened, how have I been repaired…..something seems different."

Pinkie was the first to point it out. "Steele Mane, your alive!"

Steele Mane looked at her with a bit of confusion. "If you mean I am operational again, yes, I am, but I am unsure of how this has happened."

Rarity then pointed it out. "No dear, what she means is you are actually alive, look at your coat."

He still didn't get it. "Rarity, I don't know what you're-" He stopped short when he looked down at his hooves, instead of a metal body, he saw fur, real fur. "But….how can this be…I have real fur…but that's impossible…but I do….but," *CLONK* "OW, PINKIE, that hurt!" Pinkie had jumped to his side to whack him on the head to prevent him from going into another thought loop, however since he wasn't a machine anymore, that wasn't going to happen. She really did it more out of a reflex.

"Wait,…that hurt….Pinkie quick, do it again."

Pinkie looked at him with a quizzical expression. "Are you sure?"

"Yes I'm sure, do it again." *CLONK* "OW, that really hurt. HA, that hurt,….I can feel." Steele Mane was smiling a big smile at this realization. "How did this happen, this is incredible, I'm alive, I'M ALIVE!" He shouted at the top of his new lungs. He jumped up out of the crater in an attempt to fly, but landed on his face. "OW, what happened, why can't I fly anymore?" every pony was all laughing at the scene.

Rainbow Dash then informed Steele Mane of the problem. "You have real wings now silly, you need to flap them to fly."

Steele Mane gave a sheepish smile at this realization. "Oh, right. Um, I don't suppose you wouldn't mind showing me how to work my wings would you Rainbow Dash?"

Rainbow Dash smiled as she responded. "Of course not, we are friends after all."

Steele Mane then rushed over to give Rainbow Dash a big hug. "Thank you, thank you, thank you,…..hey, you feel soft, I like it."

Rainbow breathed out a few words. "Um, Steele, that's great and all but,…could you let me go now, it's hard to breath."

Steele Mane then promptly released her. "Right, sorry. It's just that now I can fully enjoy things now, this is so amazing, but how did it happen?"

Twilight came forward with the answer. "It was the elements of harmony, they must have sensed how sad we were when we lost you that they appeared and made you a real pony like us."

"You mean those necklaces and that crown you all are wearing? Wow, they must be extremely powerful to give me life like this. I can't tell you how grateful I am for this. Thank you so much." Steele Mane was smiling the biggest smile in the world.

Celestia then Spoke up. "Steele Mane, on behalf of Equestria, I would like to thank you for all your bravery and courage you displayed, as well as all of you." She then turned her attention to the four other ponies, Trixie, Chaos Control, Cameron, and Nightshade Smoke.

Pinkie couldn't contain her excitement anymore. "This calls for a PARTY! THIS COULD BE THE BIGGEST PARTY EVER!"

Chaos Control spoke up. "Sounds like fun, but I'm afraid I'll have to skip it, now that the balance has been restored, it's time for me to go."

Steele Mane then spoke up. "Do you really have to go, will we ever see you again?"

Chaos smiled at Steele Mane and the rest, who were all sad that he had to leave. "If the balance is ever disturbed again, you'll see me. Until then, I'll be watching." with that, he disappeared in a flash and was gone.

Applejack wasn't pleased with how he just left. "Well that's a fine see ya later."

Twilight then Spoke up. "Hey Steele Mane, I almost forgot to point out something you might be interested in."

Steele Mane looked at her with a curious expression. "What is it Twilight?"

"You have a cutie mark you know."

"I do, no way!" He looked back at his flank to see his new cutie mark. "Wow, I actually have a cutie mark, and it looks pretty neat huh?"

Rarity agreed. "Oh, it certainly does, it really fits you dear."

Steele Mane Spoke up again. "So Pinkie, when can you get that party set up, I'm eager to try something sweet for the first time."

Pinkie gave a big smile as she looked at him. "You should know that by now."

The ponies all then made their way back to Canterlot to make preparations for the big party to celebrate their victory and to celebrate Steele Mane becoming a real pony. Thanks to the efforts of all the ponies, and one metal pony who is now a real one, Equestria was saved from a metal menace.

**AN: I would once again like to give my thanks to those who submitted their OC's for this story. Cameron from Dragon Outcast on . Nightshade Smoke from Mr Williams on . and Chaos Control from Chaotic Pony on . I would also like to give my thanks to all those who have given me such positive feedback and such. I really appreciate it. My next fan fic is sure to be a real original one, hope you'll enjoy it as much as you've enjoyed my other fan fics.**

CK


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